Common use of Regulatory Approval Clause in Contracts

Regulatory Approval. The Pledgor will, at its expense, promptly execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments, registration statements, filings and all other documents and papers the Administrative Agent may reasonably request or as may be required by law in connection with the obtaining of any consent, approval, registration, qualification or authorization of any Insurance Regulator or other Governmental Authority or of any other Person necessary or appropriate for the effective exercise of any rights under this Pledge Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Pledgor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each license and Authorization of any Insurance Regulator or other Governmental Authority. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of any applicable Insurance Regulator, if required, for any action or transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator of the assignor's or transferor's portion of any filings or applications for consent to the assignment or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this PARAGRAPH 12 and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 may be specifically enforced, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Regulatory Approval. The Pledgor will, at its expense, promptly execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments, registration statements, filings statements and all other documents and papers the Administrative Agent may reasonably may, to the extent commercially reasonable, request or as may be required by law in connection with the obtaining of any consent, approval, registration, qualification or authorization of any Insurance Regulator or other Governmental Authority or of any other Person necessary or appropriate for the effective exercise of any rights under this Pledge Agreement, provided, that unless an Event of Default shall have occurred and be continuing, the Pledgor shall not be obligated to make any filing with, or to seek or obtain any consent or authorization of, any Governmental Authority of the nature described in Section 19 hereof. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Pledgor shall take any action which the Administrative Agent may reasonably may, to the extent commercially reasonable, request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each license FCC License, PUC Authorization and Authorization of any Insurance Regulator or other Governmental AuthorityCATV Franchise. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of DefaultSection, the Administrative Agent is, at any time when an Event of Default has occurred and is continuing, empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary applicable Governmental Authorities Authority an involuntary transfer of control of the Pledged Stock or Partnership Interests each such FCC License, PUC Authorization and Authorization from the applicable Insurance Regulators CATV Franchise for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees agrees, so long as such Event of Default is continuing, to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of any the applicable Insurance RegulatorGovernmental Authority, if required, for any action or transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator Governmental Authority of the assignor's or transferor's portion of any filings application or applications for consent to the assignment of any FCC License, PUC Authorization or CATV Franchise or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators Governmental Authority for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable AuthorizationsFCC License, PUC Authorization and CATV Franchise. The Pledgor acknowledges that the assignment or transfer of such rights each FCC License, PUC Authorization and CATV Franchise is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this PARAGRAPH 12 Section and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that to the greatest extent permitted by law each and every covenant contained in this PARAGRAPH 12 Section may be specifically enforced, and to the greatest extent permitted by law the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Regulatory Approval. The Pledgor will, at its expense, promptly execute and deliver(a) Each Party agrees to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate and make effective the execution transactions contemplated by this Agreement, the Plan and delivery the Definitive Documentation, including (i) if applicable, filing, or causing to be filed, the Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement with the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission and any filings (or, if required by any Antitrust Authority, any drafts thereof) under any other Antitrust Laws that are necessary to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably practicable after the commencement of the Rights Offering (and with respect to any filings required pursuant to the HSR Act, if any, no later than five (5) Business Days following the date of the commencement of the Rights Offering) and (ii) promptly furnishing any documents or information reasonably requested by any Antitrust Authority. (b) The Company and each Backstop Party subject to an obligation pursuant to the Antitrust Laws to notify any transaction contemplated by this Agreement, the Plan or the Definitive Documentation that has notified the Company in writing of such obligation (each such Backstop Party, a “Filing Party”) agree to reasonably cooperate with each other as to the appropriate time of filing such notification and its content. The Company and each Filing Party shall, to the extent permitted by applicable law: (i) promptly notify each other of, and if in writing, furnish each other with copies of (or, in the case of material oral communications, advise each other orally of) any material communications from or with an Antitrust Authority; (ii) not participate in any meeting with an Antitrust Authority unless it consults with each other Filing Party and the Company, as applicable, in advance and, to the extent permitted by the Antitrust Authority and applicable law, give each other Filing Party and the Company, as applicable, a reasonable opportunity to attend and participate thereat; (iii) furnish each other Filing Party and the Company, as applicable, with copies of all applications, certificates, instruments, registration statements, filings material correspondence and all communications between such Filing Party or the Company and the Antitrust Authority; (iv) furnish each other documents Filing Party with such necessary information and papers the Administrative Agent may reasonably request or reasonable assistance as may be required by law reasonably necessary in connection with the obtaining preparation of any consentnecessary filings or submission of information to the Antitrust Authority; and (v) not withdraw its filing, approvalif any, registration, qualification or authorization of any Insurance Regulator or other Governmental Authority or of any other Person necessary or appropriate for under the effective exercise of any rights under this Pledge Agreement. Without limiting HSR Act without the generality prior written consent of the foregoing, if Backstop Parties and the Company. (c) Should a Filing Party be subject to an Event of Default shall have occurred and be continuing, obligation under the Pledgor shall take any action which the Administrative Agent may reasonably request in order Antitrust Laws to transfer and assign to the Administrative Agent, or to such jointly notify with one or more third parties as the Administrative Agent may designateother Filing Parties (each, or to a combination of the foregoing, each license and Authorization of “Joint Filing Party”) any Insurance Regulator or other Governmental Authority. To enforce the provisions of transaction contemplated by this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of DefaultAgreement, the Administrative Agent is empowered to request Plan or the appointment Definitive Documentation, such Joint Filing Party shall promptly notify each other Joint Filing Party of, and if in writing, furnish each other Joint Filing Party with copies of a receiver (or, in the case of material oral communications, advise each other Joint Filing Party orally of) any communications from any court of competent jurisdiction. Such receiver or with an Antitrust Authority. (d) The Company and each Filing Party shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its their reasonable best efforts to assist in obtaining approval of obtain all authorizations, approvals, consents, or clearances under any applicable Insurance Regulator, if required, for Antitrust Laws or to cause the termination or expiration of all applicable waiting periods under any action or Antitrust Laws in connection with the transactions contemplated by this Pledge Agreement includingat the earliest possible date after the date of filing. The communications contemplated by this Section 5.9 may be made by the Company or a Filing Party on an outside counsel-only basis or subject to other agreed upon confidentiality safeguards. The obligations in this Section 5.9 shall not apply to filings, without limitationcorrespondence, communications or meetings with Antitrust Authorities unrelated to the transactions contemplated by this Agreement, the preparation, execution and filing with Plan or the applicable Insurance Regulator of the assignor's or transferor's portion of any filings or applications for consent to the assignment or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this PARAGRAPH 12 and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 may be specifically enforced, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsDefinitive Documentation.

Regulatory Approval. The Pledgor willFurther Assurances. (a) Each party shall use all reasonable efforts to file, as promptly as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Entity with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Entity. Acquiror and Target shall respond as promptly as practicable to any inquiries or requests received from any state attorney general or other Governmental Entity in connection with antitrust or related matters. Each of Acquiror and Target shall (1) give the other party prompt notice of the commencement of any legal proceeding by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such legal proceeding, and (3) promptly inform the other party of any communication to or from any Governmental Entity regarding the Merger. Acquiror and Target will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any legal proceeding under any federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Entity, in connection with any legal proceeding under any federal or state antitrust or fair trade law or any other similar legal proceeding, each of Acquiror and Target will permit authorized representatives of the other party to be present at its expenseeach meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document, promptly execute opinion or proposal made or submitted to any Governmental Entity in connection with any such legal proceeding. (b) Subject to Section 5.6(c), Acquiror and deliverTarget shall use all reasonable efforts to take, or cause the execution and delivery ofto be taken, all applications, certificates, instruments, registration statements, filings actions necessary to effectuate the Merger and all make effective the other documents and papers the Administrative Agent may reasonably request or as may be required transactions contemplated by law in connection with the obtaining of any consent, approval, registration, qualification or authorization of any Insurance Regulator or other Governmental Authority or of any other Person necessary or appropriate for the effective exercise of any rights under this Pledge Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Pledgor shall take any action which the Administrative Agent may reasonably request in order but subject to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoingSection 5.6(c), each license party to this Agreement (i) shall make all filings (if any) and Authorization of any Insurance Regulator or give all notices (if any) required to be made and given by such party in connection with the Merger and the other Governmental Authority. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of any applicable Insurance Regulator, if required, for any action or transactions contemplated by this Pledge Agreement includingAgreement, without limitation(ii) shall use all reasonable efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable legal requirement or contract, the preparation, execution and filing or otherwise) by such party in connection with the applicable Insurance Regulator Merger or any of the assignor's other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or transferor's portion of any filings or applications for consent other legal bar to the assignment or transfer Merger. Target shall promptly deliver to Acquiror a copy of control each such filing made, each such notice given and each such consent obtained by Target during the period prior to the Effective Time. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or appropriate under desirable for effecting completely the rules consummation of this Agreement and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral transactions contemplated hereby. (c) Notwithstanding anything to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this PARAGRAPH 12 and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contrary contained in this PARAGRAPH 12 may be specifically enforcedAgreement, and Acquiror shall not have any obligation under this Agreement: (i) to dispose or transfer or cause any of its subsidiaries to dispose of or transfer any assets, or to commit to cause Target to dispose of any assets; (ii) to discontinue or cause any of its subsidiaries to discontinue offering any product or service, or to commit to cause Target to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its subsidiaries to license or otherwise make available, to any person, any technology, software or other Proprietary Rights, or to commit to cause Target to license or otherwise make available to any person any technology, software or other Proprietary Rights; (iv) to hold separate or cause any of its subsidiaries to hold separate any assets or operations (either before or after the Pledgor hereby waives and agrees not Closing Date), or to assert commit to cause Target to hold separate any defenses against an action for specific performance assets or operations; or (v) to make or cause any of such covenantsits subsidiaries to make any commitment (to any Governmental Entity or otherwise) regarding its future operations or the future operations of Target.

Regulatory Approval. The Pledgor will, at its expense, promptly ------------------- execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments, registration statements, filings statements and all other documents and papers the Administrative Agent may reasonably request or as may be required by law in connection with the obtaining of any consent, approval, registration, qualification or authorization of the FCC, CRTC, DTI, any Insurance Regulator or other Governmental Authority PUC or of any other Person necessary or appropriate for the effective exercise of any rights under this Pledge Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Pledgor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each license Communications License and Authorization of any Insurance Regulator or other Governmental AuthorityPUC Authorization. To enforce the provisions of this PARAGRAPH 12Section, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators FCC, CRTC, DTI and all other necessary Governmental Authorities any applicable PUC an involuntary transfer of control of the Pledged Stock or Partnership Interests each such Communications License and PUC Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of the FCC, CRTC, DTI and any applicable Insurance RegulatorPUC, if required, for any action or transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the FCC, CRTC, DTI and any applicable Insurance Regulator PUC of the assignor's or transferor's portion of any filings application or applications for consent to the assignment of any Communications License and PUC Authorizations or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators FCC, CRTC, DTI or any PUC for the approval of the transfer or assignment of any portion of the Collateral, together with any other Communications License and applicable PUC Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights each Communications License and applicable PUC Authorizations is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this PARAGRAPH 12 Section and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 Section may be specifically enforced, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Regulatory Approval. The Pledgor will(a) Each of the Purchasers and the Company (if necessary) shall (a) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the Contemplated Transactions as promptly as practicable and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (b) comply at its expensethe earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, promptly execute and deliverdocuments, or cause other materials received by each of them or any of their respective Subsidiaries from the execution FTC, the Antitrust Division or any other Governmental Body in respect of such filings or such transactions, and delivery of(c) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Each such party shall use its commercially reasonable best efforts to furnish to each other all applications, certificates, instruments, registration statements, filings and all information required for any application or other documents and papers the Administrative Agent may reasonably request or as may filing to be required by made pursuant to any applicable law in connection with the obtaining Contemplated Transactions. Each such party shall promptly inform the other parties hereto of any consentoral communication with, approvaland provide copies of written communications with, registration, qualification any Governmental Body regarding any such filings or authorization any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any Insurance Regulator such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority Body, the opportunity to attend and/or participate. Subject to applicable law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Person necessary Antitrust Laws. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 7.5 as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or appropriate for directors of the effective exercise recipient, unless express written permission is obtained in advance from the source of the materials; (b) Each of the Purchasers and the Company shall use its commercially reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the Contemplated Transactions under the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Txxxx Xxmmission Act, as amendxx, xxx any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the "Antitrust Laws"). In connection therewith, if any Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any rights Antitrust Law, each of the Purchasers and the Company shall cooperate and use its commercially reasonable best efforts to contest and resist any such Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Contemplated Transactions, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, the Purchasers and the Company decide that litigation is not in their respective best interests. Each of the Purchasers and the Company shall use its commercially reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Pledge Agreement. Without In connection with and without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Pledgor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each license and Authorization of any Insurance Regulator or other Governmental Authority. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests Purchasers and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby Company agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its commercially reasonable best efforts to assist in obtaining approval take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Federal, state and local and non-United States antitrust or competition authority, so as to enable the parties to close the Contemplated Transactions as expeditiously as possible. Notwithstanding anything to the contrary contained herein, no Purchaser (or its "ultimate parent entity") shall be required to dispose of any applicable Insurance Regulator, if required, for any action assets or transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator of the assignor's or transferor's portion of any filings or applications for consent to the assignment or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the Collateralits business or make any change to its business, together with expend any material funds (other than filing fees) or incur any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor material burden in order to comply with the provisions of this PARAGRAPH 12 and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 may be specifically enforced, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsSection 7.5.

Regulatory Approval. The Pledgor will, at its expense, promptly execute and deliver(a) Each Party agrees to use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate and make effective the execution transactions contemplated by this Agreement, the Plan and delivery the other Transaction Agreements, including (i) if applicable, filing, or causing to be filed, the Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement with the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission and any filings (or, if required by any Governmental Entity, any drafts thereof) under any other Laws that are necessary to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably practicable (and with respect to any filings required pursuant to the HSR Act, no later than fifteen (15) Business Days following the date hereof) and (ii) promptly furnishing any documents or information reasonably requested by any Governmental Entity, provided, however, that nothing in this Section 6.11 or otherwise in this Agreement shall require any Commitment Party or any of their respective Affiliates to (A) engage in any sale, divestiture, transfer, license, disposition or similar arrangement (including any obligation to hold separate, by trust or otherwise) with respect to any of its assets, properties or businesses or make any changes to its operations, or agree to any condition, limitation or obligation that would impose any of the foregoing, (B) enter into any settlement, stipulation, undertaking, consent decree, or agreement with any Governmental Entity in respect of the transactions contemplated by this Agreement, or (C) litigate any action, claim, suit, proceeding, or other Legal Proceeding by any Governmental Entity in respect of the transactions contemplated by the Transaction Agreements. The Commitment Parties shall, no later than August 12, 2019, provide the Company in writing with a true and correct list of all anticipated filings or notifications required to be made by any Commitment Party regarding any transaction contemplated by this Agreement, the Plan or the other Transaction Agreements, and shall promptly inform the Company in writing of any determination by any Commitment Party of any required change or addition to such list. Notwithstanding anything to the contrary in this Section 6.11(a), if any Commitment Party, acting in good faith, determines that it is or may be unable to obtain any approval or non-objection from any Governmental Entity that constitutes a condition to the consummation of the transactions contemplated by this Agreement, the applicable Commitment Party or Commitment Parties shall promptly inform the Company in writing of such determination and cooperate in good faith with the Company to determine and use commercially reasonable efforts to implement an appropriate solution (including a transfer by such Commitment Party of its obligations under this Agreement to another appropriate party, a modification to the nature of the securities to be acquired pursuant to this Agreement, or other appropriate actions) in order to either obtain such approval or non-objection or to eliminate the need for such approval or non-objection. (b) The Company and each Commitment Party subject to an obligation pursuant to any Law to make a filing regarding any transaction contemplated by this Agreement, the Plan or the other Transaction Agreements (each such Commitment Party, a “Filing Party”) agree to reasonably cooperate with each other as to the appropriate time of filing such notification and its content. The Company and each Filing Party shall, to the extent permitted by applicable Law and in each case with respect to the matters that are the subject of this Section 6.11: (i) promptly notify each other of, and if in writing, furnish each other with copies of (or, in the case of material oral communications, advise each other orally of) any material communications from or with a Governmental Entity; (ii) not participate in any meeting with a Governmental Entity unless it consults with each other Filing Party and the Company, as applicable, in advance and, to the extent permitted by the Governmental Entity and applicable Law, give each other Filing Party and the Company, as applicable, a reasonable opportunity to attend and participate thereat; (iii) furnish each other Filing Party and the Company, as applicable, with copies of all applications, certificates, instruments, registration statements, filings material correspondence and all communications between such Filing Party or the Company and the Governmental Entity; (iv) furnish each other documents Filing Party with such necessary information and papers the Administrative Agent may reasonably request or reasonable assistance as may be required by law reasonably necessary in connection with the obtaining preparation of any consentnecessary filings or submission of information to the Governmental Entity; and (v) not withdraw its filing, approvalif any, registration, qualification or authorization of any Insurance Regulator or other Governmental Authority or of any other Person necessary or appropriate for under the effective exercise of any rights under this Pledge Agreement. Without limiting HSR Act without the generality prior written consent of the foregoing, if Requisite Commitment Parties and the Company. (c) Should a Filing Party be subject to an Event of Default shall have occurred and be continuing, obligation under the Pledgor shall take any action which the Administrative Agent may reasonably request in order Antitrust Laws to transfer and assign to the Administrative Agent, or to such jointly notify with one or more third parties as other Filing Parties (each, a “Joint Filing Party”) any transaction contemplated by this Agreement, the Administrative Agent may designatePlan or the other Transaction Agreements, such Joint Filing Party shall promptly notify each other Joint Filing Party of, and if in writing, furnish each other Joint Filing Party with copies of (or, in the case of material oral communications, advise each other Joint Filing Party orally of) any material communications from or with an Antitrust Authority. (d) Subject to the proviso set forth in Section 6.11(a), the Company and each Filing Party shall use their commercially reasonable efforts to obtain all authorizations, approvals, consents, waivers or clearances under any applicable Laws or to a combination cause the termination or expiration of all applicable waiting periods under any Laws in connection with the foregoing, each license and Authorization of any Insurance Regulator or other Governmental Authority. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of any applicable Insurance Regulator, if required, for any action or transactions contemplated by this Pledge Agreement includingat the earliest possible date after the date of filing. The communications contemplated by this Section 6.11 may be made by the Company or a Filing Party on an outside counsel-only basis or subject to other agreed upon confidentiality safeguards. The obligations in this Section 6.11 shall not apply to filings, without limitationcorrespondence, communications or meetings with Governmental Entities unrelated to the transactions contemplated by this Agreement, the preparation, execution and filing with Plan or the applicable Insurance Regulator of the assignor's or transferor's portion of any filings or applications for consent to the assignment or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this PARAGRAPH 12 and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 may be specifically enforced, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsTransaction Agreements.

Regulatory Approval. The Pledgor will, at its expense, promptly execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments, registration statements, filings statements and all other documents and papers the Administrative Agent may reasonably request or as may be required by law in connection with the obtaining of any consent, approval, registration, qualification or authorization of the FCC, CRTC, DTI, OFTEL, any Insurance Regulator or other Governmental Authority PUC or of any other Person necessary or appropriate for the effective exercise of any rights under this Pledge Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Pledgor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each license Communications License and Authorization of any Insurance Regulator or other Governmental AuthorityPUC Authorization. To enforce the provisions of this PARAGRAPH 12Section, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators FCC, CRTC, DTI, OFTEL and all other necessary Governmental Authorities any applicable PUC an involuntary transfer of control of the Pledged Stock or Partnership Interests each such Communications License and PUC Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of the FCC, CRTC, DTI, OFTEL and any applicable Insurance RegulatorPUC, if required, for any action or transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the FCC, CRTC, DTI, OFTEL and any applicable Insurance Regulator PUC of the assignor's or transferor's portion of any filings application or applications for consent to the assignment of any Communications License and PUC Authorizations or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators FCC, CRTC, DTI, OFTEL or any PUC for the approval of the transfer or assignment of any portion of the Collateral, together with any other Communications License and applicable PUC Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights each Communications License and applicable PUC Authorizations is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this PARAGRAPH 12 Section and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 Section may be specifically enforced, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Regulatory Approval. The Pledgor will(a) Notwithstanding anything herein to the contrary, to the extent this Agreement or any other Loan Document purports to require any Loan Party to grant to the Agent, on behalf of Lenders, a security interest in the FCC Licenses of any Loan Party now owned or hereafter acquired, as the case may be, the Agent, on behalf of Lenders, shall only have a security interest in such FCC Licenses at its expensesuch times and to the extent that a security interest in such licenses is permitted under applicable law. Notwithstanding anything to the contrary set forth herein, promptly execute the Agent, on behalf of Lenders, agrees that to the extent prior FCC approval is required pursuant to the Communications Act for (a) the operation and delivereffectiveness of any grant, right or cause remedy hereunder or under the execution and delivery of, all applications, certificates, instruments, registration statements, filings and all other documents and papers the Administrative Agent may reasonably request Security Agreements or as (b) taking any action that may be required taken by law the Agent hereunder or under the Security Agreements, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in connection with the obtaining of any consent, approval, registration, qualification or authorization of any Insurance Regulator or other Governmental Authority or of any other Person necessary or appropriate for the effective exercise of any rights under this Pledge Agreement. Without limiting the generality favor of the foregoingAgent, if on behalf of Lenders. The Borrower agrees that, upon an Event of Default shall have occurred and be continuingat the Agent's request, the Pledgor Borrower will, and will cause its Subsidiaries to, immediately file, or cause to be filed, such applications for approval and shall take any action which all other and further actions reasonably required by the Administrative Agent may reasonably request in order Agent, on behalf of Lenders, to obtain such FCC approvals or consents as are necessary to transfer ownership and assign control to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designateon behalf of Lenders, or to a combination their successors, assigns or designees of the foregoingFCC Licenses held by the Borrower, each license and Authorization its License Subsidiaries or any of any Insurance Regulator or its other Governmental AuthoritySubsidiaries. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of Defaultsubsection, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities FCC an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators any such FCC License for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor Borrower hereby agrees to authorize authorize, and to cause each of its Subsidiaries to authorize, such an involuntary transfer of control upon the request of the receiver so appointed appointed, and, if the Pledgor Borrower shall refuse to authorize or cause any of its Subsidiaries to so authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, and at the Pledgor request of the Agent, the Borrower shall further use its best efforts to assist in obtaining approval of any applicable Insurance Regulatorthe FCC, if required, for any action or transactions contemplated by this Pledge Agreement or the other Loan Documents, including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator FCC of the assignor's or transferor's portion of any filings application or applications for consent to the assignment of any FCC License or transfer of control necessary or appropriate under the FCC's rules and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the Collateral, together with any FCC License or other applicable Authorizations. authorization. (b) The Pledgor Borrower acknowledges that the assignment or transfer of such rights FCC Licenses is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor Borrower to comply with the provisions of this PARAGRAPH 12 Section 24 and that such failure would cause irreparable injury not be adequately compensable in damages, and therefore agrees that each and every covenant the agreements contained in this PARAGRAPH 12 Section 24 may be specifically enforced. (c) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, neither the Agent nor any Lender shall, without first obtaining the approval of the FCC, take any action pursuant to this Agreement or any other Loan Document which would constitute or result in any assignment of an FCC License or any change of control of the Borrower or any of its Subsidiaries if such assignment or change in control would require, under then existing law (including the written rules and regulations promulgated by the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance FCC), the prior approval of such covenantsthe FCC.

Regulatory Approval. (a) The Pledgor will, Seller shall deliver to the Buyer Companies at its expense, promptly execute and deliver, or cause prior to the execution and delivery of, related Closing all applications, certificates, instruments, registration statements, filings and all other such documents and papers as the Administrative Agent Buyer Companies may reasonably request or as may be required by law in connection with the obtaining of any consent, approval, registration, qualification or authorization of any Insurance Regulator or other Governmental Authority or of any other Person necessary or appropriate for the effective exercise of any rights under this Pledge Agreement. Without limiting the generality to obtain Federal and State approval of the foregoing, if an Event change of Default shall have occurred and be continuing, ownership (“CHOW”) of the Pledgor shall take any action Agencies for which the Administrative Agent may reasonably request in order to transfer related Assets were purchased and assign to sold at the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination related Closing contemplated by this Agreement. (b) Each of the foregoingSeller and Amedisys, each license Inc. shall file as soon as practicable, and Authorization of in any Insurance Regulator or other Governmental Authority. To enforce the provisions of this PARAGRAPH 12event no later than five (5) business days after August 2, upon the occurrence 2007, a Notification and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators Report Form and all other necessary Governmental Authorities an involuntary transfer of control documentary materials in respect of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of any applicable Insurance Regulator, if required, for any action or transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator of the assignor's or transferor's portion of any filings or applications for consent to the assignment or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor to substantially comply with the provisions of the HSR Act and the rules thereunder, with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (and shall file as soon as practicable any form or report required by the foregoing Governmental Authorities relating to antitrust matters). Each of the Seller and Amedisys, Inc. shall (i) respond as promptly as practicable to any inquiries or requests received from the foregoing Governmental Authorities for additional information or documentation, (ii) not voluntarily extend any waiting period under the HSR Act or enter into any agreement with the foregoing Governmental Authorities not to consummate the transactions contemplated by this PARAGRAPH 12 Agreement, except with the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, (iii) use reasonable commercial efforts to obtain an early termination of the applicable waiting period under the HSR Act, (iv) make any further filings or information submissions pursuant thereto that may be reasonably necessary or advisable and (v) promptly make any filings or submissions required under any applicable state antitrust or trade regulation law. Each of the Seller and Amedisys, Inc. shall use its reasonable commercial efforts to obtain any clearance under the HSR Act or to resolve any objections that may be asserted by the applicable Governmental Authority, in each case as promptly as practicable. Each of the Seller and Amedisys, Inc. shall (A) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority to the extent permitted by applicable law and, subject to applicable law, permit the other Party to review in advance any proposed written communication to any of the foregoing, (B) to the extent permitted by applicable law, not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning 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 thereat, and (C) to the extent permitted under applicable law, furnish the other Party with copies of all correspondence, filings, and written communications between such Party and its Affiliates and their respective Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the transactions contemplated hereby (unless the furnishing of such information would (1) violate the provisions of any applicable law or any confidentiality agreement or (2) cause the loss of the attorney-client privilege with respect thereto; provided that each such Party shall use its reasonable commercial efforts to promptly communicate to the other Party the substance of any such communication, whether by redacting parts of such material communication or otherwise, so that such failure communication would not violate applicable law or cause irreparable injury the loss of the attorney-client privilege with respect thereto). (c) Notwithstanding anything contained herein to the contrary, the purchase and sale of the West Virginia Assets shall not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 may be specifically enforced, occur until the West Virginia Approvals have been obtained and the Pledgor hereby waives purchase and agrees sale of the Assets related to the Portland Agency shall not to assert any defenses against an action for specific performance of such covenantsoccur until the Oregon Regulator’s Written Confirmation has been obtained.

Regulatory Approval. The Pledgor willFurther Assurances. --------------------------------------- (a) Each party shall use all reasonable efforts to file, as promptly as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Acquiror and Target shall respond as promptly as practicable to any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of Acquiror and Target shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from any Governmental Body regarding the Merger. Acquiror and Target will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under any federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under any federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of Acquiror and Target will permit authorized Representatives of the other party to be present at its expenseeach meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, promptly execute opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. (b) Subject to Section 5.6(c), Acquiror and deliverTarget shall use all reasonable efforts to take, or cause the execution and delivery ofto be taken, all applications, certificates, instruments, registration statements, filings actions necessary to effectuate the Merger and all make effective the other documents and papers the Administrative Agent may reasonably request or as may be required transactions contemplated by law in connection with the obtaining of any consent, approval, registration, qualification or authorization of any Insurance Regulator or other Governmental Authority or of any other Person necessary or appropriate for the effective exercise of any rights under this Pledge Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Pledgor shall take any action which the Administrative Agent may reasonably request in order but subject to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoingSection 5.6(c), each license party to this Agreement (i) shall make all filings (if any) and Authorization of any Insurance Regulator or give all notices (if any) required to be made and given by such party in connection with the Merger and the other Governmental Authority. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of any applicable Insurance Regulator, if required, for any action or transactions contemplated by this Pledge Agreement includingAgreement, without limitation(ii) shall use all reasonable efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable legal requirement or contract, the preparation, execution and filing or otherwise) by such party in connection with the applicable Insurance Regulator Merger or any of the assignor's other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or transferor's portion of any filings or applications for consent other legal bar to the assignment or transfer Merger. Target shall promptly deliver to Acquiror a copy of control each such filing made, each such notice given and each such consent obtained by Target during the period prior to the Effective Time. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or appropriate under desirable for effecting completely the rules consummation of this Agreement and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral transactions contemplated hereby. (c) Notwithstanding anything to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this PARAGRAPH 12 and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contrary contained in this PARAGRAPH 12 may be specifically enforcedAgreement, Acquiror shall not have any obligation under this Agreement: (i) to dispose or transfer or cause any of its subsidiaries to dispose of or transfer any assets, or to commit to cause Target to dispose of any assets; (ii) to discontinue or cause any of its subsidiaries to discontinue offering any product or service, or to commit to cause Target to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its subsidiaries to license or otherwise make available, to any person, any technology, software or other Proprietary Rights and the Pledgor hereby waives Literary Rights, or to commit to cause Target to license or otherwise make available to any person any technology, software or other Proprietary Rights and agrees not to assert any defenses against an action for specific performance of such covenants.Literary Rights;

Regulatory Approval. (a) The Pledgor willCompany and the Purchaser acknowledges that one or more filings under the Antitrust Laws may be necessary with respect to the performance or consummation of the transactions contemplated by this Agreement (the “Antitrust Regulatory Requirements”). To the extent a filing or notification is required under the Antitrust Regulatory Requirements with respect to the Purchaser, at its expensethe Company and the Purchaser shall, respectively, (i) promptly execute and deliverfile with the U.S. Federal Trade Commission, or cause the execution and delivery ofU.S. Department of Justice and/or any other Governmental Entity all forms, all applications, certificates, instruments, registration statements, filings notifications and all other documents and papers necessary to be filed by such party pursuant to the Administrative Agent may reasonably request or as may Antitrust Regulatory Requirements (provided that a filing required under the HSR Act shall be required only made by law the Company on a prompt basis following notice to the Company by the Purchaser that such a filing is required), in connection with the obtaining of any consent, approval, registration, qualification or authorization of any Insurance Regulator or other Governmental Authority or of any other Person necessary or appropriate for the effective exercise of any rights under this Pledge Agreement. Without limiting the generality issuance of the foregoing, if an Event of Default shall have occurred and be continuing, Securities and/or otherwise in connection with the Pledgor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each license and Authorization of any Insurance Regulator or other Governmental Authority. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of any applicable Insurance Regulator, if required, for any action or transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator of the assignor's or transferor's portion of any filings or applications for consent to the assignment or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor other Transaction Agreements and (ii) cooperate with each other in promptly producing such additional information as those authorities may reasonably require from such party to comply with the provisions Antitrust Laws. (b) The Purchaser shall promptly inform the Company (and vice versa) of any material communication from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Entity regarding any of the transactions contemplated by this PARAGRAPH 12 and Agreement relating to the Purchaser. If the Purchaser or the Company or any Affiliate thereof receives a request for additional information or documentation from any such Governmental Entity with respect to the transactions contemplated by this Agreement relating to the Purchaser, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and, if permitted by applicable Law, after consultation with the other party, an appropriate response in compliance with such request; provided, however, the foregoing shall not require any party to disclose or otherwise provide (i) personal financial information, including, but not limited to, any individual tax return or statement of net worth, or any other information that is of a personal or private nature, about any individual who is an employee, officer, director, general partner or limited partner (including the identity of any such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 may be specifically enforced, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance limited partner) of such covenantsparty or any of its Affiliates, or (ii) information that is either confidential or constitutes a trade secret of such party.

Regulatory Approval. The Pledgor will, (a) Cadista shall be responsible at its sole cost and expense, promptly execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments, registration statements, filings and all other documents and papers the Administrative Agent may reasonably request or as may be required by law in connection with the obtaining of any consent, approval, registration, qualification or authorization of any Insurance Regulator or other Governmental Authority or of any other Person necessary or appropriate for the effective exercise of any rights under this Pledge Agreement. Without limiting the generality preparation of the foregoingDrug Approval Applications for each Product in each Applicable Country of such Product’s Applicable Territory, if an Event in form and substance capable of Default receiving Regulatory Approval, and obtaining and maintaining Regulatory Approval, for each Product in each Applicable Country of the Applicable Territory for such Product, and in the discharge of such obligations Cadista shall have occurred and be continuingexercise Commercially Reasonable Efforts; provided, the Pledgor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agenthowever, or that Jubilant will cooperate with Cadista with respect to such one or more third parties as the Administrative Agent may designatepreparation, or to a combination of the foregoing, each license and Authorization of any Insurance Regulator or other Governmental Authority. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of will provide such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of any applicable Insurance Regulator, if required, for any action or transactions contemplated by this Pledge Agreement assistance (including, without limitation, guidance as to the preparationregulatory requirements in each such Applicable Country), execution as Cadista shall reasonably request, all without charge to Cadista. Jubilant shall be responsible at its cost and filing expense, for the filing, with the applicable Insurance Regulator Agencies in each Applicable Country of the assignor's or transferor's portion Applicable Territory, and prosecution, as regulatory agent of any filings or applications Cadista, the Drug Approval Applications for consent each Product prepared by Cadista pursuant to the assignment or transfer foregoing sentence, and for maintaining for each Product such Regulatory Approvals as are granted in the Applicable Territory for such Product, all in accordance with Cadista’s instructions, and in the discharge of control such obligations Jubilant shall exercise Commercially Reasonable Efforts. If the Parties deem it necessary or appropriate under desirable with respect to obtaining and maintaining Regulatory Approval with respect to a Product in a particular Applicable Country in the rules and regulations Applicable Territory, Cadista shall provide an agency letter addressed to the applicable Agency in such Applicable Country, or such other writing or agreement as the Parties shall deem necessary or desirable, in order for Jubilant to coordinate the filing of the applicable Insurance Regulators Drug Approval Application for such Product in such Applicable Country and to maintain any Regulatory Approval granted for such Product in such Applicable Country and to receive and reply to all communications from such Agency in such Applicable Country relating to such Drug Approval Application or maintenance and address any deficiencies or requests for additional information provided by such Agency. Notwithstanding the foregoing or anything else to the contrary contained herein: (i) all Regulatory Approvals with respect to each Product in such Product’s Applicable Territory shall be owned by Cadista regardless of whether Cadista or Jubilant files, prosecutes or maintains same; and (ii) Cadista shall be responsible, at its sole cost and expense, for providing Jubilant (for its provision to the applicable Agencies in the Applicable Countries for the approval Products) any additional data or information necessary to receive or maintain Regulatory Approval for a Product in each Applicable Country of the transfer or assignment of any portion of the CollateralApplicable Territory for such Product. In order to permit Jubilant to carry out its obligations under this Section 4.4(a), together Cadista shall consult with any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of Jubilant and provide such rights is integral to the Administrative Agent's technical assistance and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure oversight as shall reasonably be requested by the Pledgor to comply with the provisions of this PARAGRAPH 12 and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 may be specifically enforced, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsJubilant.

Regulatory Approval. The Pledgor will(a) To the extent necessary or required, at its expense, promptly execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments, registration statements, filings and all other documents and papers the Administrative Agent may reasonably request or as soon as may be reasonably practicable, the Company and Parent (and any applicable Unitholder) shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by law any Governmental Entity in connection with the obtaining Merger and the transactions contemplated hereby. Each of Parent and the Company shall cause all documents that it is responsible for filing with any consent, approval, registration, qualification or authorization of any Insurance Regulator or other Governmental Authority or of any other Person necessary or appropriate for the effective exercise of any rights Entity under this Pledge Agreement. Without limiting Section 5.3 to comply in all material respects with applicable Law. (b) The Company and Parent (and/or any applicable Unitholder) each shall promptly (i) supply the generality of the foregoing, if an Event of Default shall have occurred and others with any information which reasonably may be continuing, the Pledgor shall take any action which the Administrative Agent may reasonably request required in order to transfer effectuate the filings contemplated by Section 5.3(a), and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each license and Authorization of (ii) supply any Insurance Regulator or other Governmental Authority. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval additional information which reasonably may be required by the courtcompetition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Upon Except where prohibited by applicable Law, the Company shall consult with Parent prior to taking a position with respect to any such filings, shall permit Parent to review and discuss in advance, and consider in good faith the views of Parent in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with Parent in preparing and providing such information and promptly provide Parent (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. Parent shall have principal control over the strategy for interacting with such Governmental Entities in connection with the matters contained in this Section 5.3. (c) Each of Parent and the Company shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Entity in connection with any filings made pursuant hereto, and (ii) any request by any officials of any Governmental Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all materials respect with, applicable Law. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.3(a), Parent or the Company, as the case may be, will promptly inform the other of such occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist cooperate in obtaining approval of any applicable Insurance Regulator, if required, for any action or transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator of the assignor's Governmental Entity such amendment or transferor's portion of any filings or applications for consent to the assignment or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this PARAGRAPH 12 and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 may be specifically enforced, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantssupplement.

Regulatory Approval. The Pledgor If an Event of Default shall have occurred and is continuing, upon the request of the Agent, the Pledgors will, at its their expense, promptly execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments, registration statements, filings statements and all other documents and papers the Administrative Agent may reasonably request or as may be required by law in connection with the obtaining of any consent, approval, registration, qualification or authorization of the FCC or any Insurance Regulator or other Governmental Authority applicable PUC (collectively, the "Regulatory Authorities") or of any other Person necessary or reasonably appropriate for the effective exercise of any rights under this Pledge Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Pledgor Pledgors shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, Agent or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each license and Authorization of any Insurance Regulator or other Governmental AuthorityCommunications License. To enforce the provisions of this PARAGRAPH 12, upon Upon the occurrence and during the continuance continuation of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor Pledgors shall further use its their best efforts to assist in obtaining approval of any applicable Insurance Regulatorthe Regulatory Authorities, if requiredrequired or desirable in the reasonable judgment of the Agent, for any action or transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator Regulatory Authorities of the assignor's or transferor's portion of any filings application or applications for consent to the assignment of any Communications License or transfer of control necessary or appropriate reasonably desirable, in the judgment of the Agent, under the rules and regulations of the applicable Insurance Regulators Regulatory Authorities for the approval of the Regulatory Authorities for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable AuthorizationsCommunications License. The Pledgor acknowledges Pledgors acknowledge that the assignment or transfer of such rights each Communications License is integral to the Administrative Agent's and the LendersBenefitted Parties' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor Pledgors to comply with the provisions of this PARAGRAPH 12 Section and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees agree that each and every covenant contained in this PARAGRAPH 12 Section may be specifically enforced, and the Pledgor Pledgors hereby waives waive and agrees agree not to assert any defenses against an action for specific performance of such covenants.

Regulatory Approval. The Pledgor willWithout limiting the generality of Section 4.4: (a) Subject to the terms and conditions of this Agreement, at each party shall, and shall cause its expenseAffiliates to, use its reasonable best efforts to (i) file (x) a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as soon as reasonably practicable following the date hereof, but no later than ten (10) Business Days after the date hereof and (y) any other filing or notification required pursuant to any other competition or antitrust related legal or regulatory requirements of foreign jurisdictions, commissions or governing bodies (“Antitrust Law”) with respect to the transactions contemplated hereby within ten (10) Business Days after the date hereof, (ii) supply as promptly execute as practicable any additional information and deliverdocumentary material that may be requested or required pursuant to any Antitrust Law, including the HSR Act, and (iii) request early termination of the initial waiting period under the HSR Act, and otherwise cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law as soon as practicable. Purchaser shall pay all filing fees required under the HSR Act or any other Antitrust Law with respect to Purchaser’s acquisition of the Equity Interests and the Sellers’ Representative, on behalf of the Sellers, shall pay all filing fees required under the HSR Act or any other Antitrust Law with respect to the Sellers’ acquisition of all or any portion of the Purchaser Shares. Except as expressly provided in this Agreement, none of the parties will take any action the effect of which, or refrain from taking any action the effect of refraining from which, would be reasonably expected to materially delay or impede the ability of the parties to consummate the transactions contemplated by this Agreement. (b) In connection with the efforts referenced in Section 4.4 and this Section 4.5 to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act, any other Antitrust Law, or any state law, each of the parties shall, and shall cause the execution and delivery oftheir Affiliates to, all applications, certificates, instruments, registration statements, filings and all use reasonable best efforts to (i) cooperate with each other documents and papers the Administrative Agent may reasonably request or as may be required by law in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep Purchaser and the obtaining Sellers’ Representatives informed in all material respects of any consentmaterial communication received by such party from, approvalor given by such party to, registration, qualification or authorization any Governmental Authority and of any Insurance Regulator material communication received or given in connection with any proceeding by a private party, in each case, regarding any of the transactions contemplated hereby and (iii) to the extent permitted by law and the applicable Governmental Authority, permit Purchaser or the Sellers’ Representative, as applicable, to review any material communication given to it by, and consult with or notify each other in advance of any meeting or conference with, any Governmental Authority, including in connection with any proceeding by a private party. The foregoing obligations in this Section 4.5(b) shall be subject to the Confidentiality Agreement and any attorney-client, work product or other privilege, and the parties may, as each deems advisable, reasonably redact competitively sensitive material or designate such competitively sensitive material provided under this Section 4.5 as “outside counsel only” material. (c) Without limiting the generality of the foregoing, if any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any other Person necessary Antitrust Law or appropriate for if a filing pursuant to Section 4.5(a) is reasonably likely to be rejected or conditioned by a Governmental Authority, then each of the effective exercise parties shall use reasonable best efforts to resolve such objections or challenges as such Governmental Authority or private party may have to such transactions, including to vacate, lift, reverse or overturn any order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement as soon as practicable and in any rights under this Pledge Agreementevent on or prior to the Outside Date. Without limiting the generality of the foregoing, if an Event of Default the parties shall, and shall have occurred and be continuingcause their Affiliates to, use reasonable best efforts to eliminate as soon as practicable any concerns on the Pledgor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agentpart of, or to such one satisfy any conditions imposed by, any Governmental Authority with jurisdiction over the enforcement of any applicable law, including any Antitrust Law, regarding the legality of (i) Purchaser’s acquisition of all or more third parties as the Administrative Agent may designate, or to a combination any portion of the foregoingEquity Interests and (ii) the Sellers’ acquisition of all or any portion of the Purchaser Shares. (d) In addition to the agreements set forth in Sections 4.5(a)-(c), each license party shall, and Authorization of any Insurance Regulator or other Governmental Authority. To enforce the provisions of this PARAGRAPH 12shall cause its Affiliates to, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its reasonable best efforts to assist obtain all necessary and appropriate consents, approvals, waivers, actions, non-actions, or other authorizations from Governmental Authorities, with respect to any antitrust clearance under the HSR Act and any other Antitrust Laws, as promptly as reasonably practicable, and in obtaining approval any event prior to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Authorities are satisfied on or prior to the Outside Date. Notwithstanding this Section 4.5 or anything in this Agreement to the contrary, in no event shall the parties hereto or their Subsidiaries be obligated to (i) proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing, any assets, licenses, operations, rights, product lines, businesses or interest therein of the Company and any of its Subsidiaries or Purchaser and any of its Subsidiaries (or to consent to any such sale, divestiture, lease, license, transfer, disposition or other encumbrance by the Company and any of its Subsidiaries or Purchaser and any of its Subsidiaries of any applicable Insurance Regulatorof their respective assets, if requiredlicenses, for operations, rights, product lines, businesses or interest therein), (ii) agree to any action material changes (including through a licensing arrangement) or restriction on, or other impairment of Purchaser’s, the Company’s or any of their respective Subsidiaries’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Purchaser’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the Equity Interests or (iii) agree to other structural, behavioral or conduct relief with respect to the behavior of Purchaser or the Company or any of their Subsidiaries (each of the actions described in the preceding clauses (i), (ii) and (iii), a “Remedy Action”), unless such Remedy Action(s) do not, individually or in the aggregate, have a material impact on the benefits that Purchaser reasonably expects to derive from the transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator of the assignor's or transferor's portion of any filings or applications for consent to the assignment or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this PARAGRAPH 12 and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 may be specifically enforced, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsAgreement.

Regulatory Approval. The Pledgor willWithout limiting the generality of Section 4.3: (a) Subject to the terms and conditions of this Agreement, at each party shall, and shall cause its expenseAffiliates to, use its reasonable best efforts to (i) file a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as soon as reasonably practicable following the date hereof, but no later than June 29, 2022; and (ii) supply as promptly execute as practicable any additional information and deliverdocumentary material that may be requested or required pursuant to any Antitrust Law, including the HSR Act. Purchaser shall pay all filing fees required under the HSR Act or any other Antitrust Law. (b) In connection with the efforts referenced in Section 4.3 and this Section 4.5 to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act, any other competition or antitrust related legal or regulatory requirements of foreign jurisdiction, commissions or governing bodies (“Antitrust Law”), or cause any state law, each of the execution and delivery of, all applications, certificates, instruments, registration statements, filings and all parties shall use reasonable best efforts to (i) cooperate with each other documents and papers the Administrative Agent may reasonably request or as may be required by law in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the obtaining other parties informed in all material respects of any consentmaterial communication received by such party from, approvalor given by such party to, registration, qualification or authorization any Governmental Authority and of any Insurance Regulator material communication received or given in connection with any proceeding by a private party, in each case, regarding any of the transactions contemplated hereby; and (iii) to the extent permitted by law, permit the other party to review any material communication given to it by, and consult with each other in advance of any meeting or conference with, any Governmental Authority, including in connection with any proceeding by a private party. The foregoing obligations in this Section 4.5(b) shall be subject to the Confidentiality Agreement and any attorney-client, work product or other privilege. (c) Without limiting the generality of Section 4.5(b), if any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any other Person necessary Antitrust Law or appropriate for if a filing pursuant to Section 4.5(a) is reasonably likely to be rejected or conditioned by a Governmental Authority, then each of the effective exercise parties shall use reasonable best efforts to resolve such objections or challenges as such Governmental Authority or private party may have to such transactions, including to vacate, lift, reverse or overturn any order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement as soon as practicable and in any rights under this Pledge Agreementevent on or prior to the Termination Date. Without limiting the generality of the foregoing, if an Event of Default Purchaser shall have occurred promptly take and be continuing, use reasonable best efforts to diligently pursue all actions necessary to eliminate any concerns on the Pledgor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agentpart of, or to such one or more third parties as satisfy any conditions imposed by, any Governmental Authority with jurisdiction over the Administrative Agent may designate, or to a combination of the foregoing, each license and Authorization of any Insurance Regulator or other Governmental Authority. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval enforcement of any applicable Insurance RegulatorLaw, if requiredincluding any Antitrust Law, for any action regarding the legality of Purchaser’s acquisition of all or transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator of the assignor's or transferor's portion of any filings or applications for consent to the assignment or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the CollateralCompany Stock. Without limiting the foregoing, together with Purchaser shall not be required to take (and Purchaser’s “best efforts” shall expressly not include the taking of) any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral to the Administrative Agent's and the Lenders' realization of the value following actions: (A) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of (i) any entities, assets or facilities of any member of the CollateralCompany Group after the Closing or (ii) any entity, facility or asset of Purchaser or its Affiliates before or after the Closing, (B) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that there is no adequate remedy at law for failure by the Pledgor would result in a breach of a contractual obligation to comply a third party) and (C) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with the provisions of this PARAGRAPH 12 a third party) and that entering into such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 may be specifically enforced, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsnew licenses or other agreements.

Regulatory Approval. The Pledgor If an Event of Default shall have occurred and be continuing, upon the request of the Administrative Agent, the Pledgors will, at its their expense, promptly execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments, registration statements, filings statements and all other documents and papers the Administrative Agent may reasonably request or as may be required by law in connection with the obtaining of any consent, approval, registration, qualification or authorization of the FCC and any Insurance Regulator or other Governmental Authority applicable PUC (collectively, the "Regulatory Authorities") or of any other Person necessary or reasonably appropriate for the effective exercise of any rights under this Pledge Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Pledgor Pledgors shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, Agent or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each license and Authorization of any Insurance Regulator or other Governmental AuthorityCommunications License. To enforce the provisions of this PARAGRAPH 12Section, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Regulatory Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators each such Communications License for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor Pledgors hereby agrees agree to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor Pledgors shall refuse to authorize the transfer, its their approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor Pledgors shall further use its their best efforts to assist in obtaining approval of any applicable Insurance Regulatorthe Regulatory Authorities, if required, for any action or transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator Regulatory Authorities of the assignor's or transferor's portion of any filings application or applications for consent to the assignment of any Communications License or transfer of control necessary or appropriate reasonably under the rules and regulations of the applicable Insurance Regulators Regulatory Authorities for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable AuthorizationsCommunications License. The Pledgor acknowledges Pledgors acknowledge that the assignment or transfer of such rights each Communications License is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor Pledgors to comply with the provisions of this PARAGRAPH 12 Section and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees agree that each and every covenant contained in this PARAGRAPH 12 Section may be specifically enforced, and the Pledgor Pledgors hereby waives waive and agrees agree not to assert any defenses against an action for specific performance of such covenants.

Regulatory Approval. The Pledgor will(a) Notwithstanding anything herein to the contrary, to the extent this Agreement or any other Loan Document purports to require any Loan Party to grant to the Agent, on behalf of Lenders, a security interest in the FCC Licenses of any Loan Party now owned or hereafter acquired, as the case may be, the Agent, on behalf of Lenders, shall only have a security interest in such FCC Licenses at its expensesuch times and to the extent that a security interest in such licenses is permitted under applicable law. Notwithstanding anything to the contrary set forth herein, promptly execute the Agent, on behalf of Lenders, agrees that to the extent prior FCC approval is required pursuant to the Communications Act for (a) the operation and delivereffectiveness of any grant, right or cause remedy hereunder or under the execution and delivery of, all applications, certificates, instruments, registration statements, filings and all other documents and papers the Administrative Agent may reasonably request Security Agreements or as (b) taking any action that may be required taken by law the Agent hereunder or under the Security Agreements, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in connection with the obtaining of any consent, approval, registration, qualification or authorization of any Insurance Regulator or other Governmental Authority or of any other Person necessary or appropriate for the effective exercise of any rights under this Pledge Agreement. Without limiting the generality favor of the foregoingAgent, if on behalf of Lenders. The Borrower agrees that, upon an Event of Default shall have occurred and be continuingat the Agent's request, the Pledgor Borrower will, and will cause its Subsidiaries to, immediately file, or cause to be filed, such applications for approval and shall take any action which all other and further actions reasonably required by the Administrative Agent may reasonably request in order Agent, on behalf of Lenders, to obtain such FCC approvals or consents as are necessary to transfer ownership and assign control to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designateon behalf of Lenders, or to a combination their successors, assigns or designees of the foregoingFCC Licenses held by the Borrower, each license and Authorization its License Subsidiaries or any of any Insurance Regulator or its other Governmental AuthoritySubsidiaries. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of Defaultsubsection, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities FCC an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators any such FCC License for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor Borrower hereby agrees to authorize authorize, and to cause each of its Subsidiaries to authorize, such an involuntary transfer of control upon the request of the receiver so appointed appointed, and, if the Pledgor Borrower shall refuse to authorize or cause any of its Subsidiaries to so authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, and at the Pledgor request of the Agent, the Borrower shall further use its best efforts to assist in obtaining approval of any applicable Insurance Regulatorthe FCC, if required, for any action or transactions contemplated by this Pledge Agreement or the other Loan Documents, including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator FCC of the assignor's or transferor's portion of any filings application or applications for consent to the assignment of any FCC License or transfer of control necessary or appropriate under the FCC's rules and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the Collateral, together with any FCC License or other applicable Authorizations. authorization. (b) The Pledgor Borrower acknowledges that the assignment or transfer of such rights FCC Licenses is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor Borrower to comply with the provisions of this PARAGRAPH 12 Section 24 and that such failure would cause irreparable injury not be adequately compensable in damages, and therefore agrees that each and every covenant the agreements contained in this PARAGRAPH 12 Section 24 may be specifically enforced. 105 (c) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, neither the Agent nor any Lender shall, without first obtaining the approval of the FCC, take any action pursuant to this Agreement or any other Loan Document which would constitute or result in any assignment of an FCC License or any change of control of the Borrower or any of its Subsidiaries if such assignment or change in control would require, under then existing law (including the written rules and regulations promulgated by the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance FCC), the prior approval of such covenantsthe FCC.

Regulatory Approval. 28.1 Commission Appr oval. The Pledgor will, at its expense, promptly execute Parties understand and deliver, or cause the execution and delivery of, all applications, certificates, instruments, registration statements, filings and all other documents and papers the Administrative Agent may reasonably request or as may agree that this Agreement will be required by law in connection filed with the obtaining of any consent, approval, registration, qualification or authorization of any Insurance Regulator or other Governmental Authority or of any other Person necessary or appropriate Commission for the effective exercise of any rights under this Pledge Agreement. Without limiting the generality approval by such Commission pursuant to Section 252 of the foregoing, if an Event of Default shall have occurred and be continuingAct. If the Commission, the Pledgor FCC or any court rejects any portion of this Agreement, the Parties agree to meet and negotiate in good faith to arrive at a mutually acceptable modification of the rejected portion and related provisions; provided that such rejected portion shall take any action which not affect the Administrative Agent may reasonably request in order to transfer and assign validity of the remainder of this Agreement. 28.2 Amendment or Other Changes to the Administrative Agent, or to such one or more third parties Law; Reservation of Rights. The Parties acknowledge that the respective rights and obligations of each Party as set forth in this Agreement are based on the Administrative Agent may designate, or to a combination text of the foregoing, each license Act and Authorization of any Insurance Regulator or other Governmental Authority. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of any applicable Insurance Regulator, if required, for any action or transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator of the assignor's or transferor's portion of any filings or applications for consent to the assignment or transfer of control necessary or appropriate under the rules and regulations promulgated thereunder by the FCC and the Commission as of the applicable Insurance Regulators for Effective Date. In the approval event of any amendment of the transfer Act, or assignment of any portion of legislative, regulatory, judicial order, rule or regulation or other legal action that revises or reverses the CollateralAct, together with the FCC’s First Report and Order in CC Docket Nos. 96-98 and 95-185 or any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral Commission order purporting to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with apply the provisions of the Act (individually and collectively, an “Amendment to the Act”), or if any other legislative, regulatory, judicial or other legal action materially affects the ability of a Party to perform any material obligation under this PARAGRAPH 12 Agreement, either Party may by providing written notice to the other Party require that the affected provisions be renegotiated in good faith and this Agreement be amended accordingly to reflect the pricing, terms and conditions of each such Amendment to the Act relating to any of the provisions in this Agreement or such other mutually acceptable new provisions as may be required, provided that such failure would cause irreparable injury affected provisions shall not adequately compensable in damagesaffect the validity of the remainder of this Agreement. If any such amendment to this Agreement affects any rates or charges of the services provided hereunder, such amendment shall be retroactively effective as determined by the Commission and therefore agrees that each Party reserves its rights and every covenant contained in this PARAGRAPH 12 may be specifically enforced, and remedies with respect to the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance collection of such covenantsrates or charges; including the right to seek a surcharge before the applicable regulatory authority. 28.3 Other Regulatory Changes.

Regulatory Approval. The Pledgor will, at its expense, promptly execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments, registration statements, filings statements and all other documents and papers the Administrative Agent may reasonably request or as may be required by law in connection with the obtaining of any consent, approval, registration, qualification or authorization of the FCC, CRTC, DTI, OFTEL, the Regulating Authority for Telecommunications and Postal Services (Regulierungsbehorde fur Telekommunikation und Post) and any Insurance Regulator or other Governmental Authority applicable PUC (collectively, the "Regulatory Authorities") or of any other Person necessary or appropriate for the effective exercise of any rights under this Pledge Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Pledgor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each license Communications License and Authorization of any Insurance Regulator or other Governmental AuthorityPUC Authorization. To enforce the provisions of this PARAGRAPH 12Section, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Regulatory Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests each such Communications License and PUC Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of any applicable Insurance Regulatorthe Regulatory Authorities, if required, for any action or transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator Regulatory Authorities of the assignor's or transferor's portion of any filings application or applications for consent to the assignment of any Communications License and PUC Authorizations or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators Regulatory Authorities for the approval of the transfer or assignment of any portion of the Collateral, together with any other Communications License and applicable PUC Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights each Communications License and applicable PUC Authorizations is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this PARAGRAPH 12 Section and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 Section may be specifically enforced, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Regulatory Approval. The Pledgor willWithout limiting the generality of Section 4.3: (a) Subject to the terms and conditions of this Agreement, at Purchaser and the Company shall, and shall cause its expenseAffiliates to, use its reasonable best efforts to (i) file a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as soon as reasonably practicable following the date hereof, but no later than five (5) Business Days after the date hereof; (ii) supply as promptly execute as practicable and deliveradvisable any additional information and documentary material that may be requested or required pursuant to any competition or antitrust related legal or regulatory requirements of any competent jurisdiction, commissions or governing bodies (“Antitrust Law”), including the HSR Act; and (iii) request early termination of the initial waiting period under the HSR Act, and otherwise cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Purchaser shall pay all filing fees required under the HSR Act; provided, however, each of the parties hereto shall be solely responsible for and shall bear all of its own other costs and expenses incident to its obligations under and in respect of this Section 4.5 (including the fees and expenses of legal counsel or other Representatives and consultants). (b) In connection with the efforts referenced in Section 4.3 and this Section 4.5 to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act, any other Antitrust Law, or cause any other Law, each of the execution and delivery of, all applications, certificates, instruments, registration statements, filings and all parties shall use reasonable best efforts to (i) cooperate with each other documents and papers the Administrative Agent may reasonably request or as may be required by law in connection with any filing or submission and in connection with any investigation or other inquiry regarding any of the obtaining transactions contemplated thereby, including any proceeding initiated by a private party; (ii) keep the other parties informed in all material respects of any consentmaterial communication received by such party from, approvalor given by such party to, registration, qualification or authorization any Governmental Authority and of any Insurance Regulator material communication received or given in connection with any proceeding by a private party, in each case, regarding any of the transactions contemplated hereby; and (iii) to the extent permitted by Law, permit the other party to review any material communication given to it by, and consult with each other in advance of any meeting or conference with, any Governmental Authority, including in connection with any proceeding by a private party. Purchaser shall consult with the Company with respect to the appropriate strategy relating to the HSR Act and any other applicable Antitrust Laws, and consider the Company’s views in good faith; provided, however, in the event of a disagreement solely during the period ending forty-five (45) days after the date hereof, Purchaser shall, on behalf of the parties, control and lead all substantive communications and make the final determination as to the appropriate strategy relating to the HSR Act and any other applicable Antitrust Laws, subject always to clause (ii) above. The foregoing obligations in this Section 4.5(b) shall be subject to the Confidentiality Agreement and any attorney-client, work product or other Governmental Authority privilege. Notwithstanding anything to the contrary contained in this Section 4.5(b), materials may be redacted: (i) to remove references concerning the valuation of the Company and the Merger; (ii) as necessary to comply with contractual arrangements; and (iii) as necessary to address reasonable privilege concerns; provided, however that the parties will work in good faith to address any confidentiality or of any other Person necessary or appropriate for the effective exercise of any rights under this Pledge Agreement. privilege concerns to allow such information set forth in clauses “(ii)” and “(iii)” to not be so redacted. (c) Without limiting the generality of the foregoing, the parties agree to take all advisable actions and steps to cause the prompt expiration or termination of any applicable waiting period and to resolve objections, if an Event any, by any Governmental Authority in any jurisdiction for which consents, Governmental Licenses, authorizations, waivers, clearances, approvals and expirations or terminations of Default waiting periods are sought with respect to the transactions contemplated hereby, so as to obtain such consents, Governmental Licenses, authorizations, waivers, clearances, approvals and expirations or terminations of the waiting period. Notwithstanding the foregoing or any other provision of this Agreement, in no event shall have occurred Purchaser or Merger Sub be required to, and be continuingthe Company shall not, without Purchaser’s prior written consent, (A) sell, license, divest or dispose of or hold separate any entities, assets or businesses of Purchaser, the Pledgor shall Company or their respective Affiliates or Subsidiaries, (B) terminate, amend or assign existing relationships or contractual rights or obligations of Purchaser, the Company or their respective Affiliates or Subsidiaries, (C) change or modify any course of conduct regarding future operations of Purchaser, the Company or their respective Affiliates or Subsidiaries, (D) otherwise take any actions that would limit the respective freedom of action which of Purchaser, the Administrative Agent may reasonably request in order to transfer and assign to the Administrative AgentCompany or their respective Affiliates or Subsidiaries with respect to, or their ability to such retain, one or more third parties as the Administrative Agent may designateof their respective businesses, assets or rights or interests therein, (E) execute settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority or with any other Person, or (F) commit to take any such actions in the foregoing clauses (A) through (E) (each a combination “Regulatory Condition”). If any Regulatory Condition agreed to by Purchaser requires action by or with respect to the Company or its Subsidiaries or its or their businesses or assets, and such action would constitute a breach of this Agreement, Purchaser hereby consents to the taking of such action by the Company. Nothing in this Agreement shall require any party hereto to take or agree to take, or cause to be taken, any action with respect to its assets, business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall the Company, the Sellers, Purchaser, Merger Sub or any of their Affiliates be obligated to litigate or participate in the litigation of any suit, claim, action, investigation or proceeding, whether judicial or administrative, brought by any Governmental Authority challenging or seeking to restrain, prohibit or place conditions on the consummation of the foregoingtransactions contemplated hereby or the ownership or operation by the Sellers, each license and Authorization of any Insurance Regulator or other Governmental Authority. To enforce the provisions of this PARAGRAPH 12Purchaser, upon the occurrence and during the continuance of an Event of DefaultMerger Sub, the Administrative Agent is empowered to request the appointment Company or any of a receiver from any court their respective Affiliates of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of any applicable Insurance Regulator, if required, for any action or transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator of the assignor's or transferor's portion of any filings or applications for consent to the assignment or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral their respective businesses as presently conducted and as currently proposed to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this PARAGRAPH 12 and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 may be specifically enforced, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsconducted.

Regulatory Approval. (a) The Pledgor willCompany and the Purchaser acknowledges that one or more filings under the Antitrust Laws may be necessary with respect to the performance or consummation of the other transactions contemplated by this Agreement, at its expenseincluding the conversion of the Series A Preferred Stock into shares of Common Stock or the exercise of the Warrants (the “Antitrust Regulatory Requirements”). To the extent a filing or notification is required under the Antitrust Regulatory Requirements with respect to the Purchaser, the Company and the Purchaser shall, respectively, (i) promptly execute and deliverfile with the U.S. Federal Trade Commission, or cause the execution and delivery ofU.S. Department of Justice and/or any other Governmental Entity all forms, all applications, certificates, instruments, registration statements, filings notifications and all other documents and papers necessary to be filed by such party pursuant to the Administrative Agent may reasonably request or as may Antitrust Regulatory Requirements (provided that a filing required under the HSR Act shall be required only made by law the Company on a prompt basis following notice to the Company by the Purchaser that such a filing is required), in connection with the obtaining of any consent, approval, registration, qualification or authorization of any Insurance Regulator or other Governmental Authority or of any other Person necessary or appropriate for the effective exercise of any rights under this Pledge Agreement. Without limiting the generality issuance of the foregoing, if an Event of Default shall have occurred and be continuing, Securities and/or otherwise in connection with the Pledgor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each license and Authorization of any Insurance Regulator or other Governmental Authority. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of any applicable Insurance Regulator, if required, for any action or transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator of the assignor's or transferor's portion of any filings or applications for consent to the assignment or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor other Transaction Agreements and (ii) cooperate with each other in promptly producing such additional information as those authorities may reasonably require from such party to comply with the provisions Antitrust Laws. (b) The Purchaser shall promptly inform the Company (and vice versa) of any material communication from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Entity regarding any of the transactions contemplated by this PARAGRAPH 12 and Agreement relating to the Purchaser. If the Purchaser or the Company or any Affiliate thereof receives a request for additional information or documentation from any such Governmental Entity with respect to the transactions contemplated by this Agreement relating to the Purchaser, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and, if permitted by applicable Law, after consultation with the other party, an appropriate response in compliance with such request; provided, however, the foregoing shall not require any party to disclose or otherwise provide (i) personal financial information, including, but not limited to, any individual tax return or statement of net worth, or any other information that is of a personal or private nature, about any individual who is an employee, officer, director, general partner or limited partner (including the identity of any such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 may be specifically enforced, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance limited partner) of such covenantsparty or any of its Affiliates, or (ii) information that is either confidential or constitutes a trade secret of such party.

Regulatory Approval. The Pledgor willUpon the terms and subject to the conditions of this Agreement, at each of the parties shall use its expense, promptly execute and delivercommercially reasonable efforts to take, or cause the execution and delivery ofto be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws or Licenses to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including the preparation and filing as promptly as practicable of all necessary applications, certificatesnotices, instrumentspetitions, registration statementsregistrations, filings filings, ruling requests, and other documents, and the taking of all other documents and papers the Administrative Agent may reasonably request or steps as may be required by law in connection with the obtaining of necessary, to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any consent, approval, registration, qualification or authorization of any Insurance Regulator or other Governmental Authority or of any other Person necessary or appropriate for in order to consummate the effective exercise of any rights under transactions contemplated by this Pledge Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing: (a) If not already filed, the Pledgor parties shall take prepare and file with the FCC a joint Application for Consent to the Transfer of Control of Assets relating to the Purchased Assets (the “Application”) within five Business Days after the execution of this Agreement; (b) the parties shall, to the extent legally permissible, promptly notify each other of any action which communication concerning this Agreement and the Administrative Agent transactions contemplated by this Agreement to or from any Governmental Authority and consult with and permit the other parties to review in advance any proposed communication concerning this Agreement and the transactions contemplated by this Agreement to any Governmental Authority; (c) the parties shall not, to the extent legally permissible, agree to participate in any meeting or substantive discussion with any Governmental Authority relating to any filings or investigation concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other parties in advance; (d) the parties shall, to the extent legally permissible, promptly furnish each other party with draft copies prior to submission to a Governmental Authority, with reasonable time and opportunity to comment, of all correspondence, filings and communications that they intend to submit to any Governmental Authority, it being understood that correspondence, filings and communications received from any Governmental Authority shall be immediately provided to each other party upon receipt; and (e) promptly furnish each other party with such necessary information and reasonable assistance as such other party may reasonably request in order connection with their preparation of necessary filings, registrations or submissions of information to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each license and Authorization of any Insurance Regulator or other Governmental Authority. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of any applicable Insurance Regulator, if required, for any action or transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator of the assignor's or transferor's portion of including any filings or applications for consent to the assignment or transfer of control necessary or appropriate under the rules and regulations provisions of the applicable Insurance Regulators for FCA. For purposes of this Agreement, the approval terms “No Opposition”, “Consent” or “Grant” by the FCC may be used interchangeably and means that there would be no substantive violation of the transfer Communications Act of 1934 in authorizing the Assignment Application to Buyer, or assignment of any portion of the Collateral, together with any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure an action by the Pledgor FCC authorizing the Assignment Application to comply with Buyer which has not at the provisions time of this PARAGRAPH 12 and that such failure would cause irreparable injury not adequately compensable in damagesClosing been denied, reversed, stayed, enjoined, set aside, annulled, or suspended, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 may be specifically enforcedwith respect to which action no timely request for stay, and the Pledgor hereby waives and agrees not to assert any defenses against an action petition for specific performance rehearing, petition for reconsideration, application for review, or notice of such covenantsappeal is pending by Buyer.

Regulatory Approval. The Pledgor If an Event of Default shall have occurred and be continuing, upon the request of the Bridge Collateral Agent, the Pledgors will, at its their expense, promptly execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments, registration statements, filings statements and all other documents and papers the Administrative Bridge Collateral Agent may reasonably request or as may be required by law in connection with the obtaining of any consent, approval, registration, qualification or authorization of the FCC and any Insurance Regulator or other Governmental Authority applicable PUC (collectively, the "Regulatory Authorities") or of any other Person necessary or reasonably appropriate for the effective exercise of any rights under this Bridge Pledge Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Pledgor Pledgors shall take any action which the Administrative Relevant Collateral Agent may reasonably request in order to transfer and assign to the Administrative Relevant Collateral Agent, or to such one or more third parties as the Administrative Relevant Collateral Agent may designate, or to a combination of the foregoing, each license and Authorization of any Insurance Regulator or other Governmental AuthorityCommunications License. To enforce the provisions of this PARAGRAPH 12Section, upon the occurrence and during the continuance of an Event of Default, the Administrative Relevant Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Regulatory Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators each such Communications License for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor Pledgors hereby agrees agree to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor Pledgors shall refuse to authorize the transfer, its their approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor Pledgors shall further use its their best efforts to assist in obtaining approval of any applicable Insurance Regulatorthe Regulatory Authorities, if required, for any action or transactions contemplated by this Bridge Pledge Agreement including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator Regulatory Authorities of the assignor's or transferor's portion of any filings application or applications for consent to the assignment of any Communications License or transfer of control necessary or appropriate reasonably under the rules and regulations of the applicable Insurance Regulators Regulatory Authorities for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable AuthorizationsCommunications License. The Pledgor acknowledges Pledgors acknowledge that the assignment or transfer of such rights each Communications License is integral to the Administrative Bridge Collateral Agent's and the Bridge Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor Pledgors to comply with the provisions of this PARAGRAPH 12 Section and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees agree that each and every covenant contained in this PARAGRAPH 12 Section may be specifically enforced, and the Pledgor Pledgors hereby waives waive and agrees agree not to assert any defenses against an action for specific performance of such covenants.

Regulatory Approval. The Pledgor will(a) Subject to the terms and conditions of this Agreement, at prior to the Closing Date, each Party will use its expense, promptly execute and deliverreasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to expeditiously obtain all Approvals of Government Entities necessary for the execution consummation of the transactions contemplated hereby, including Regulatory Approval. In furtherance and delivery ofnot in limitation of the foregoing: (i) the Parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, certificatesnotices, instrumentspetitions and filings, registration statementsto obtain as promptly as practicable all Approvals of all third parties and Government Entities that are necessary to consummate the transactions contemplated by this Agreement; (ii) the Parties shall comply with the terms and conditions of all such Approvals of all such third parties or Government Entities; and (iii) the Party having the obligation under applicable Law to submit an application or notice to any Government Entity with respect to any Regulatory Approval shall pay all fees and expenses required in connection therewith. (b) Parent and the Company shall have the right to review in advance, filings and, to the extent practicable and subject to applicable Laws relating to the confidentiality of information, Buyer will consult with Parent and the Company regarding, all other documents the information relating to the Company, its Subsidiaries and papers the Administrative Agent may reasonably request transactions contemplated hereby that appear in any filing made with, or as may be required by law written materials submitted to, any third party or any Government Entity in connection with the transactions contemplated hereby. The Parties shall consult with each other with respect to the obtaining of any consent, approval, registration, qualification or authorization all Approvals of any Insurance Regulator or other Governmental Authority or of any other Person all third parties and Government Entities necessary or appropriate for advisable to consummate the effective exercise of any rights under this Pledge Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Pledgor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each license and Authorization of any Insurance Regulator or other Governmental Authority. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of any applicable Insurance Regulator, if required, for any action or transactions contemplated by this Pledge Agreement includingand each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby. (c) Each Party shall, without limitationupon request, furnish to any other Party all information concerning itself and its business, subsidiaries, directors, officers and shareholders 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 of any Party to any Government Entity in connection with the transactions contemplated hereby; provided, however, that Parent’s obligation under this Section 8.2(c) shall be limited to furnishing information that is related to Parent’s ownership of the Company or information in Parent’s possession that is related to the Company’s business; and provided further, that nothing herein shall be deemed to require any Party to disclose any examination or other confidential supervisory information to any Person in contravention of applicable Law. (d) Each Party shall promptly advise all other Parties upon receiving any communication from any Government Entity, the preparation, execution and filing with the applicable Insurance Regulator Approval of which is required for consummation of the assignor's or transferor's portion of any filings or applications for consent transactions contemplated hereby, that causes such Party to the assignment or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, believe that there is no adequate remedy at law for failure by a reasonable likelihood that any Regulatory Approval will not be obtained or that the Pledgor to comply with the provisions receipt of this PARAGRAPH 12 and that any such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 approval may be specifically enforcedmaterially delayed. (e) No Party shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Government Entity without the consent of the other Party, and the Pledgor hereby waives and agrees which consent will not to assert any defenses against an action for specific performance of such covenantsbe unreasonably withheld.

Regulatory Approval. (a) The Pledgor willCompany and each Purchaser acknowledge that one or more filings under the Antitrust Laws may be necessary with respect to the performance or consummation of the transactions contemplated by this Agreement, at its expensein each case occurring after the Closing (the “Antitrust Regulatory Requirements”). To the extent a filing or notification is required under the Antitrust Regulatory Requirements with respect to such Purchaser, the Company and such Purchaser shall, respectively, (i) promptly execute and deliverfile with the U.S. Federal Trade Commission, or cause the execution and delivery ofU.S. Department of Justice and/or any other Governmental Entity all forms, all applications, certificates, instruments, registration statements, filings notifications and all other documents and papers necessary to be filed by such party pursuant to the Administrative Agent may reasonably request or as may Antitrust Regulatory Requirements (provided that a filing required under the HSR Act shall be required only made by law the Company on a prompt basis following notice to the Company by the applicable Purchaser that such a filing is required), in connection with the obtaining issuance of the Shares and the Conversion Shares and/or otherwise in connection with the transactions contemplated by this Agreement and the other Transaction Agreements and (ii) cooperate with each other in promptly producing such additional information as those authorities may reasonably require from such party to comply with the Antitrust Laws. (b) To the extent a filing, notification or submission is to be made under applicable insurance laws with the Vermont Department of Banking, Insurance, Securities and Health Care Administration, the New York State Insurance Department, the Maryland Insurance Administration, the Bermuda Monetary Authority or any consent, approval, registration, qualification or authorization of any Insurance Regulator or other Governmental Authority Entity regulating an insurance business of the Company or any of any other Person necessary or appropriate for its controlled Affiliates (the effective “Insurance Regulatory Authorities”) in connection with the exercise by a Purchaser of any its rights under this Pledge Agreement. Without limiting the generality of the foregoingTransaction Agreements, if an Event of Default shall have occurred and be continuing, the Pledgor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each license and Authorization of any Insurance Regulator or other Governmental Authority. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of such Purchaser, the receiver so appointed andCompany shall reasonably cooperate and assist such Purchaser in the making by it of any such filing, if notification or submission with the Pledgor Insurance Regulatory Authorities, including by promptly furnishing any information or documentation as those authorities may reasonably require or request from such Purchaser in connection with such filing, notification or submission. Each Purchaser hereto shall refuse promptly inform the Company (and vice versa) of any meetings or hearings to authorize be held with or before any Insurance Regulatory Authority regarding any of the transfer, its approval may be required transactions contemplated by the court. Upon Transaction Agreements applicable to such Purchaser, and shall afford the occurrence and during the continuance of an Event of DefaultCompany or such Purchaser, as applicable, the Pledgor opportunity to attend all such meetings and hearings to the extent permitted by such Insurance Regulatory Authority and applicable Law, except as to any portion of such meeting that addresses Protected Information (as defined below) of such Purchaser. Each Purchaser shall further use permit the Company and their counsel (and vice versa) the opportunity to review in advance, and comment upon, any proposed written communication to any Insurance Regulatory Authority, and provide the Company or such Purchaser, as applicable, with copies of all filings made by the Company or such Purchaser, as applicable, and all correspondence between such Purchaser (or its best efforts advisors) or the Company with any Insurance Regulatory Authority and any other information supplied by such Purchaser or the Company to, or received from, any Insurance Regulatory Authority, in each case relating to assist the transactions contemplated by the Transaction Agreements relating to such Purchaser, except to the extent prohibited by such Insurance Regulatory Authority or applicable Law or in obtaining approval the event any Insurance Regulatory Authority requires or requests a Purchaser or the Company or any of their Affiliates to provide or a Purchaser or the Company or any of their Affiliates otherwise provides: (i) personal financial information, including, but not limited to, any individual tax return or statement of net worth, or any other information that is of a personal or private nature, about any individual who is an employee, officer, director, general partner or limited partner (including the identity of any such limited partner) of such party or any of its Affiliates, or (ii) information that is either confidential or constitutes a trade secret of such party (the information described in the preceding clauses (i) and (ii), “Protected Information”), such party shall have no obligation to provide to the other party, and the other party shall have no right to review, such Protected Information, the other party shall not seek Protected Information from any such Insurance Regulatory Authority, and in the event any Insurance Regulatory Authority were to share such information with the other party, the other party agrees upon discovering this fact, to cease accessing or reading any Protected Information, not to disclose such information to any third party, and to return it (otherwise unread) to such party. Subject to applicable Law, each Purchaser and the Company shall have the right to file Protected Information separately from other correspondence, filings or communications, or to redact Protected Information from such documents prior to sharing them with the other party. (c) Each Purchaser hereto shall promptly inform the Company (and vice versa) of any material communication from the U.S. Federal Trade Commission, the U.S. Department of Justice, the Insurance Regulator, if required, for Regulatory Authorities or any action or other Governmental Entity regarding any of the transactions contemplated by this Pledge Agreement includingrelating to such Purchaser. If any Purchaser or the Company or any Affiliate thereof receives a request for additional information or documentation from any such Governmental Entity with respect to the transactions contemplated by this Agreement relating to such Purchaser, without limitationthen such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and, if permitted by applicable Law, after consultation with the other party, an appropriate response in compliance with such request; provided, however, the preparation, execution and filing with the applicable Insurance Regulator of the assignor's foregoing shall not require any party to disclose or transferor's portion of otherwise provide any filings or applications for consent to the assignment or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this PARAGRAPH 12 and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 may be specifically enforced, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsProtected Information.

Regulatory Approval. The Pledgor willHSH understands that HSH's operations on the Premises, at changes in use, or Improvements or Alterations to the Premises (individually and collectively, “Changes”) may require Regulatory Approvals from Regulatory Agencies, including Regulatory Approvals issued by Port in its capacity as a Regulatory Agency. HSH shall be solely responsible for obtaining any such Regulatory Approvals, and HSH shall not seek any Regulatory Approval without first obtaining the prior written approval of Port. All costs associated with applying for and obtaining any necessary Regulatory Approval shall be borne solely and exclusively by HSH. HSH shall be solely responsible for complying with any and all conditions imposed by Regulatory Agencies as part of a Regulatory Approval; provided, however, HSH shall not agree to the imposition of conditions or restrictions in connection with its efforts to obtain a permit or other entitlement from any Regulatory Agency (other than Port), if the Port is required to be a co-permittee under such permit or other entitlement, or if the conditions or restrictions it would impose on the project could affect use or occupancy of other areas controlled or owned by the Port or would create obligations on the part of the Port (whether on or off of the Premises) to perform or observe, unless in each instance the Port has previously approved such conditions in writing, in Port’s sole and absolute discretion. Any fines or penalties imposed as a result of the failure of HSH to comply with the terms and conditions of any Regulatory Approval shall be promptly paid and discharged by HSH, and Port shall have no liability, monetary or otherwise, for the fines and penalties. To the fullest extent permitted by Law, HSH agrees to Indemnify Port and its Agents from and against any loss, expense, promptly execute cost, damage, attorneys' fees, penalties, claims or liabilities which Port may incur as a result of HSH's failure to obtain or comply with the terms and deliverconditions of any Regulatory Approval. Without limiting the terms and conditions of Sections 15.2 and 15.3, by signing this MOU, HSH agrees and acknowledges that (i) Port has made no representation or cause warranty that Regulatory Approvals to allow for the execution Embarcadero S.A.F.E. Navigation Center or Changes, if any, can be obtained, (ii) although Port is an agency of the City, Port has no authority or influence over any Regulatory Agency responsible for the issuance of such required Regulatory Approvals, (iii) Port is entering into this MOU in its capacity as a landowner with a proprietary interest in the Facility and delivery ofnot as a Regulatory Agency of the City with certain police powers, all applications, certificates, instruments, registration statements, filings and (iv) HSH is solely responsible for obtaining any and all other documents and papers the Administrative Agent may reasonably request or as may be required by law Regulatory Approvals in connection with the obtaining of Embarcadero S.A.F.E. Navigation Center or any consentChanges. Accordingly, approval, registration, qualification or authorization of any Insurance Regulator or other Governmental Authority or of any other Person necessary or appropriate for the effective exercise of any rights under this Pledge Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Pledgor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each license and Authorization of any Insurance Regulator or other Governmental Authority. To enforce the provisions of this PARAGRAPH 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Insurance Regulators and all other necessary Governmental Authorities an involuntary transfer of control of the Pledged Stock or Partnership Interests and Authorization from the applicable Insurance Regulators for the purpose of seeking a bona fide purchaser to whom control of such property will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of any applicable Insurance Regulator, if required, for any action or transactions contemplated by this Pledge Agreement including, without limitation, the preparation, execution and filing with the applicable Insurance Regulator of the assignor's or transferor's portion of any filings or applications for consent to the assignment or transfer of control necessary or appropriate under the rules and regulations of the applicable Insurance Regulators for the approval of the transfer or assignment of any portion of the Collateral, together with any other applicable Authorizations. The Pledgor acknowledges that the assignment or transfer of such rights is integral to the Administrative Agent's and the Lenders' realization of the value of the Collateral, HSH understands that there is no adequate remedy at law for failure guarantee, nor a presumption, that any required Regulatory Approvals will be issued by the Pledgor appropriate Regulatory Agency and Port's status as an agency of the City shall in no way limit the obligation of HSH to comply with obtain approvals from any Regulatory Agencies (including Port) that have jurisdiction over the provisions Facility. HSH hereby releases and discharges Port from any liability relating to the failure of this PARAGRAPH 12 and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this PARAGRAPH 12 may be specifically enforced, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsRegulatory Agency (including Port) from issuing any required Regulatory Approval.