Common use of Regulatory Matters Clause in Contracts

Regulatory Matters. 9.1 In the event that the FERC takes any adverse action with respect to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) Subject to Section 4.4, the event Stockholder shall, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the FERC takes Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any adverse action antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Tariffs Stockholder or any tariffs that MPL may file in its affiliates without first providing the futureStockholder and its counsel a reasonable opportunity to review and comment thereon, in each case that negatively affects the rights and will give good faith consideration to all reasonable additions, deletions or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued changes suggested by the FERC Stockholder and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Partycounsel. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times Each Stockholder hereto represent, warrant and covenant to support Parent and to the Tariffs specified Company that, to such Stockholder’s knowledge: (i) none of the information supplied in this Agreement as writing by such Stockholder specifically for inclusion or incorporation by reference in the Regulatory Disclosures will contain a rate that MPC has agreed material misstatement of fact or a material omission of fact necessary to pay; (c) make the information provided not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; misleading and (dii) it does not permit any entity under the “control” (defined in Section 721 of the Defense Production Act, as amended, including all implanting regulations thereof) of a People’s Republic of China national, or any entity under the control of a Russian Federation national, to file obtain through any actionAffiliate, protest, complaint or other action with the FERC control with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12Company. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In the event that the FERC takes any adverse action with respect 21.1 Notwithstanding anything to the Tariffs contrary contained in this Agreement or any tariffs that MPL may file of the other Security Documents, the rights of the Pledgee and the other Secured Parties hereunder and under the other Security Documents are subject to all applicable rules and regulations of the FCC and other Governmental Authorities with jurisdiction over Pledgor and its subsidiaries. Without limiting the foregoing, the Pledgee will not take any action (or authorize any other party to take any action on its behalf) which would constitute or result in an assignment or change of control of any governmental permits, licenses, or other authorizations, including without limitation those issued by the futureFCC, now held by or to be issued to Pledgor or any of its subsidiaries which would require prior notice to or approval from any Governmental Authority, or otherwise take action hereunder which would require prior notice to or approval from any Governmental Authority, in each case without first providing such notice or obtaining such prior approval of the relevant Governmental Authorities. 21.2 Upon and after the issuance of a Default Notice, the Pledgor shall take any action which the Pledgee may reasonably request in the exercise of its rights and remedies under this Agreement in order to transfer or assign the Collateral to the Pledgee or to such one or more third parties as the Pledgee may designate, or to a combination of the foregoing. To enforce the provisions of this Clause 21, upon and after the issuance of a Default Notice, the Pledgee is empowered to seek from the FCC and any other Governmental Authority, to the extent required, consent to or approval of any involuntary assignment or transfer of control of any entity whose Collateral is subject to this Agreement for the purpose of seeking a bona fide purchaser to whom the Collateral will be assigned and control will ultimately be transferred. Pledgor agrees to cooperate with any such purchaser and with the Pledgee in the preparation, execution and filing of any applications and other documents and providing any information that negatively affects may be necessary or helpful in obtaining the FCC’s or such other Governmental Authority’s consent to the assignment to such purchaser of the Collateral. Pledgor hereby agrees to consent to any such an involuntary transfer of control upon the request of the Pledgee upon and after the issuance of a Default Notice and, without limiting any rights or obligations of MPC the Pledgee under this Agreement, MPL to authorize the Pledgee to nominate a trustee or receiver to assume control of the Collateral, subject only to required judicial, FCC or other consent required by Governmental Authorities, in order to effectuate the transactions contemplated in this Clause 21. Such trustee or receiver shall diligently defend have all the Tariffsrights and powers as provided to it by law or court order, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations or to the Pledgee under this Agreement Agreement. Pledgor shall be suspended until a stay is implemented cooperate fully in obtaining the consent of the FCC and the approval or a final, non-appealable decision is rendered with respect consent of each other Governmental Authority required to such adverse action. If a final, non-appealable decision is ultimately issued by effectuate the FERC foregoing. 21.3 Upon and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of a Default Notice, Pledgor shall use its best efforts to assist in obtaining consent or approval of the FCC and any other Governmental Authority, if required, for any action or transactions contemplated by this Agreement, including, without limitation, the preparation, execution and filing with the FCC of the transferor’s or assignor’s portion of any application or applications for consent to the transfer of control or assignment necessary or appropriate under the FCC’s rules and regulations for approval of the transfer or assignment of any portion of the Collateral. 21.4 Pledgor hereby acknowledges and agrees that the Collateral is a unique asset and that a violation of Pledgor’s covenant to cooperate with respect to any regulatory consents would result in irreparable harm to the Pledgee for which monetary damages are not readily ascertainable. Pledgor further agrees that, because of the unique nature of its undertaking in this subclause 21.4, the same may be specifically enforced, and it hereby waives, and agrees to waive, any claim or defense that the Pledgee would have an adequate remedy at law for the breach of this undertaking. 21.5 Without limiting the obligations of Pledgor hereunder in any respect, Pledgor further agrees that if Pledgor, upon and after the issuance of a Default Notice, should fail or refuse to execute any application or other document necessary or appropriate to obtain any governmental consent necessary or appropriate for the exercise of any right of the Pledgee hereunder, Pledgor agrees, to the extent consistent with applicable law, that such final judgment, then either Party application or other document may terminate this Agreement upon written be executed on Pledgor’s behalf by the clerk of any court or other forum in any competent jurisdiction without notice to the other PartyPledgor. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) If Aspen or the event that Reinsurer receives notice of, or otherwise becomes aware of, any written inquiry, investigation, examination, audit, proceeding or action by Governmental Authorities relating to the FERC takes Subject Business, the Reinsured Policies or the reinsurance provided hereunder, Xxxxx and the Reinsurer, as applicable, shall promptly notify the other Party thereof to the extent permitted under Applicable Law, whereupon the Parties shall cooperate in good faith to resolve such matter in a mutually satisfactory manner and shall act reasonably in light of the Parties’ respective interests in the matter at issue. (b) Notwithstanding any adverse action other provision in this Agreement or any other Transaction Agreement to the contrary, Aspen shall retain ultimate authority with respect to the Tariffs or any tariffs that MPL may file handling of all regulatory matters in respect of the future, in each case that negatively affects Subject Business. (c) At all times during the rights or obligations term of MPC under this Agreement, MPL each of Aspen and the Reinsurer, respectively, agrees that it shall diligently defend hold and maintain all licenses and authorizations required under Applicable Law to perform its respective obligations under the TariffsTransaction Agreements and shall comply in all material respects with all Applicable Law in connection with its performance of such obligations and the Reinsurer shall not (and shall procure that its Affiliates shall not) cause Aspen to breach Applicable Law through the performance of its (or their) obligations under the Administration Services Agreement. (d) The Parties agree to work together in good faith to amend the terms of the Transaction Agreements to the extent necessary to comply with Applicable Law or other accounting or regulatory requirements applicable to the Parties; provided, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, subject and without prejudice to the each Party’s obligations under ARTICLE VIII, that neither Party shall be required to materially alter the terms of the transactions (including the amount of collateral to be provided and the delivery of any guarantee, keep-well or similar agreement) contemplated by this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered the other Transaction Agreements in connection with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory foregoing. (e) Prior to the provisions of this AgreementClosing, then the Parties shall negotiate in good faith agree to cooperate and amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations form of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Administration Services Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffsapproach to: (i) the administration of Claims; and/or (ii) the type or form of collateral and security, including in each case, to reflect any increased rates based on requirements of applicable Governmental Authorities (including, without limitation, with respect to step-in rights, termination rights and/or retaining certain assets in the inflationary index referred Funds Withheld Account after the Funds Withheld Release Date to comply with localization of assets and/or retention of title requirements of Applicable Law). In connection with any required amendment described in this Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement10.3(e), the Parties shall comply with all present also make any further amendment to this Agreement or any other Transaction Agreement that would be necessary to achieve the original intent and future Applicable Laws economic effect of the transactions contemplated hereby and thereby to the greatest extent practicable as if such required amendment was not made (including, for example and without limitation, by amending the interest rate credited to any Governmental Authority having jurisdictionassets retained in the Funds Withheld Account after the Funds Withheld Release Date to reflect the profit or loss that would have been earned on such retained amounts had they been released on the Funds Withheld Release Date and invested in the Trust Accounts).

Regulatory Matters. 9.1 In (a) As promptly as practicable following the event that date of this Agreement, Cascade shall promptly prepare and file with the FERC takes SEC the S-4, in which the Joint Proxy Statement will be included. Each of Cascade and Home shall use its commercially reasonable best efforts to respond as promptly as practicable to any adverse action written or oral comments from the SEC or its staff with respect to the Tariffs S-4 or any tariffs that MPL may file in related matters. Each of Home and Cascade shall use its commercially reasonable best efforts to have the futureS-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. Upon the S-4 being declared effective, in each case that negatively affects Home and Cascade shall thereafter mail or deliver the rights Joint Proxy Statement to their respective shareholders. Cascade shall also use its commercially reasonable best efforts to obtain all necessary state securities law or obligations of MPC under “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, MPL and Home shall diligently defend furnish all information concerning Home and the Tariffs, including appealing holders of Home Common Stock as may be reasonably requested in connection with any such adverse action. If at any time prior to the Effective Time any event occurs or information relating to Home or Cascade, or any of their respective affiliates, directors or officers, should be discovered by Home or Cascade that should be set forth in an amendment or supplement to either the S-4 or the Joint Proxy Statement, so that either such adverse action is document would not stayed pending appealinclude any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, each Party’s obligations in light of the circumstances under this Agreement which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be suspended until a stay is implemented or a finalpromptly filed with the SEC and, non-appealable decision is rendered to the extent required by applicable law, disseminated to Home’s shareholders. (b) In addition to their obligations pursuant to Section 6.1(a), Cascade shall make all necessary filings with respect to the Merger and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act and applicable foreign or state securities or “Blue Sky” laws and regulations promulgated thereunder and provide Home with copies of any such adverse actionfilings. If a finalCascade shall advise Home, non-appealable decision is ultimately issued promptly after receipt of notice thereof, of (and provide copies of any notices or communications with respect to) the time of the effectiveness of the S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of Cascade Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the FERC SEC or its staff for amendment to the Joint Proxy Statement or the S-4, comments thereon from the SEC’s staff and confirmed by a court having final authority each party’s responses thereto or request of the SEC or its staff for additional information. No amendment or supplement to the Joint Proxy Statement or the S-4 shall be filed without the approval of each of Home and Cascade, which approval shall not be unreasonably withheld, delayed or conditioned. (c) Subject to the terms and conditions set forth in this Agreement, Cascade and Home shall, and shall cause their respective Subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective, in the matter that requires MPL to amend most expeditious manner practicable, the Tariffs in a manner that is fundamentally contradictory transactions contemplated by this Agreement, including (i) the satisfaction of the conditions precedent to the provisions obligations of Home (in the case of Cascade) or Cascade (in the case of Home) to the Merger, (ii) the obtaining of all necessary consents or waivers from third parties, (iii) the obtaining of all necessary actions or no-actions, expirations or terminations of waiting periods under the HSR Act or other antitrust laws, waivers, consents, authorizations, permits, orders and approvals from, or any exemption by, any Regulatory Agencies or other Governmental Entities and the taking of all commercially reasonable steps as may be necessary to obtain expirations or terminations of waiting periods under the HSR Act or other antitrust laws, an approval or waiver from, or to avoid an action or proceeding by, any Regulatory Agency or other Governmental Entity, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger, the Bank Merger and to fully carry out the purposes of this Agreement, then the . The Parties shall negotiate in good faith cooperate with each other and use their respective commercially reasonable best efforts to amend this Agreement to comply with any such judgment promptly prepare and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications forfile, and the processing ofcause their respective Subsidiaries to prepare and file, any all necessary certificatesdocumentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of any applicable all third parties, Regulatory Agencies and other Governmental Authorities; (b) at all times Entities that are necessary or advisable to support consummate the Tariffs specified in transactions contemplated by this Agreement as a rate that MPC has agreed (including the Merger and the Bank Merger), and to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at comply with the terms agreed to by MPC and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. In furtherance (but not in this Agreement; limitation) of the foregoing, Cascade shall, and (d) not shall cause Cascade Bank to, use commercially reasonable efforts to file any actionrequired applications, protest, complaint notices or other action filings with the FERC Federal Reserve Board, the Idaho Department, the Oregon Division and the FDIC within forty-five (45) days after the date hereof. Home and Cascade shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to Home or Cascade, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or other Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. The Parties shall consult with each other with respect to the Tariffsobtaining of all permits, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge consents, approvals and agree that MPL operates the Pipeline System as a common carrierauthorizations of all third parties, Regulatory Agencies, and MPC’s rights as a shipper on other Governmental Entities necessary or advisable to consummate the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms transactions contemplated by this Agreement and provisions each party will keep the other apprised of the Tariffs shall apply status of matters relating to completion of the services provided transactions contemplated by MPL pursuant to this Agreement. 9.4 In carrying out (d) Each of Cascade and Home shall, upon request, furnish to the terms other all information concerning itself, its Subsidiaries, directors, officers and provisions shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Cascade, Home or any of their respective Subsidiaries to any Regulatory Agency or other Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement, . (e) Each of Cascade and Home shall promptly advise the Parties shall comply with all present and future Applicable Laws other upon receiving any communication from any Regulatory Agency or other Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any Governmental Authority having jurisdictionsuch approval may be materially delayed, or that any such approval may contain an Unduly Burdensome Condition (as defined in Section 7.2(e)).

Regulatory Matters. 9.1 In 18.1 Each Party shall ensure that it, or shall procure that where relevant, its Affiliate, at its or their own cost, obtains and maintains throughout the event Term all Governmental Entity certificates, permits, licences or approvals that it (or the FERC takes any adverse action with respect to relevant Affiliate) respectively requires for the Tariffs purposes of this Agreement and for the performance of its obligations (or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC its Affiliates) under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement18.2 Without prejudice to clause 18.1, the Parties Supplier shall, or shall comply procure that the Nominated Supplier or Permitted Subcontractor shall, at its own cost, (A) obtain and maintain throughout the Term any Manufacturing Licences required in connection with the Manufacture of the Products, and (B) subject to Applicable Laws, provide to the Purchaser promptly upon reasonable request thereof copies of any documentation relating to such Manufacturing Licenses that are required for the Purchaser (or its Affiliate) to obtain or maintain its Governmental Entity certificates, permits, wholesale distribution licences, licences and approvals, including all present Marketing Authorisations, referred to in clause 18.3, or to respond to any official requests or CMC-related questions from any Governmental Entity. 18.3 Without prejudice to clause 18.1, the Purchaser shall (or shall procure that its Affiliates shall), at its own cost, obtain and future Applicable Laws maintain all Governmental Entity certificates, permits, wholesale distribution licences, licences and approvals, including all Marketing Authorisations, necessary for the Purchaser’s Group to export from the Delivery site, import to the destination Territory, distribute, sell and otherwise commercialise each Product (or, as applicable, Finished Products manufactured using Products) in the relevant Territory and is responsible for any interaction with the relevant Governmental Entity regarding such certificates, permits, licences and approvals. 18.4 The Supplier shall notify the Purchaser as soon as reasonably practicable of any Governmental Authority having jurisdictionEntity inspection of Manufacturing Sites in respect of a matter relating to the Manufacture of the Products or of any other regulatory action taken or intended to be taken by a Governmental Entity in relation to the Manufacture of the Products in accordance with the Quality Agreement.

Regulatory Matters. 9.1 In the event that the FERC takes (a) Each of CZFS, CZFSAC and FCCB has timely filed all reports, registrations and statements, together with any adverse action amendments required to be made with respect thereto, that it was required to file since January 1, 2020 with any Governmental Authority, and has paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by any Governmental Authority in the regular course of the business of CZFS, CZFSAC and/or FCCB, no Governmental Authority has initiated any proceeding, or to the Tariffs Knowledge of CZFS, investigation into the business or operations of CZFS, CZFSAC and/or FCCB, since January 1, 2020. FCCB is “well-capitalized” as defined in applicable laws and regulations, and FCCB has a Community Reinvestment Act rating of “satisfactory” or better. (b) Other than as set forth in CZFS Disclosure Schedule 4.11, since January 1, 2020, CZFS has timely filed with the SEC and NASDAQ all documents required by the Securities Act and the Exchange Act and such documents, as the same may have been amended, complied, at the time filed with the SEC, in all material respects with the Securities Act and the Exchange Act. (c) Neither CZFS, FCCB nor any tariffs that MPL may file of their respective properties is a party to or is subject to any Regulatory Order from any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the futureinsurance of deposits (including, in each case without limitation, the PADOBS and the FRB) or the supervision or regulation of it. Neither CZFS nor FCCB has been advised by, or has any Knowledge of facts which could give rise to an advisory notice by, any Governmental Authority that negatively affects such Governmental Authority is contemplating issuing or requesting (or is considering the rights appropriateness of issuing or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing requesting) any such adverse action. If Regulatory Order. (d) Neither CZFS nor FCCB is a party to any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply agreement with any such judgment individual or group regarding CRA matters and neither CZFS nor FCCB has any Knowledge of, nor has CZFS or FCCB been advised in writing of or has any reason to retain believe (based on CZFS’s Home Mortgage Disclosure Act data for the protections and structures reflected by its current terms to year ended December 31, 2021, filed with the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (FDIC, or otherwise) that any facts or circumstances exist, which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agreeswould cause CZFS or FCCB: (a) to take all such actions and do all such things as MPL shall reasonably request be deemed not to be in connection satisfactory compliance with its applications forthe CRA, and the processing ofregulations promulgated thereunder, any necessary certificates, approvals and authorizations or to be assigned a rating for CRA purposes by Bank Regulators of any applicable Governmental Authoritieslower than “satisfactory”; (b) at all times to support be deemed to be operating in material violation of the Tariffs specified in this Agreement federal Bank Secrecy Act, as a rate that MPC has agreed amended, and its implementing regulations (31 C.F.R. Chapter X), the USA PATRIOT Act, and the regulations promulgated thereunder, any order issued with respect to payanti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or any other applicable anti-money laundering statute, rule or regulation; or (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) be deemed not to file any action, protest, complaint or other action be in material compliance with the FERC with respect to applicable requirements contained in any federal and state privacy or data security laws and regulations, including, without limitation, in Title V of the TariffsXxxxx-Xxxxx-Xxxxxx Act of 1999 and regulations promulgated thereunder, including any increased rates based on as well as the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided information security program adopted by MPL CZFS pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement12 C.F.R. Part 000, Xxxxxxx X, Xxxxxxxx D. Furthermore, the Parties shall comply with all present CZFS Board has adopted and future Applicable Laws of CZFS has implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority having jurisdictionand that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder.

Regulatory Matters. 9.1 In the event that Agensys determines that any regulatory filings for any Compounds or Products are required for any activities hereunder (including any activities under the FERC takes any adverse action Research Program), including INDs, BLAs / NDAs, Drug Master Files (DMFs), and other Marketing Authorizations or foreign equivalents (as applicable), then as between the Parties, Agensys shall have the sole right, in its discretion, to obtain such regulatory filings (in a Related Party’s name) and as between the Parties, the Related Party shall be the owner of all such regulatory filings; provided that Ambrx may be responsible at the direction of Agensys, in its sole discretion, for preparing certain subsections of the IND and related technical reports and other documentation in support of the IND for certain Compounds and/or Products. As between the Parties, Agensys or the Related Party shall have the sole right to communicate and otherwise interact with Regulatory Authorities with respect to the Tariffs Compounds and/or Products (including during the Research Term). For clarity, Ambrx shall have no right to, and shall not, make any regulatory filings related to any Compounds or Products or otherwise interact with any tariffs Regulatory Authorities with respect to the Compounds or Products. Notwithstanding the foregoing, Agensys shall provide Ambrx with copies those sections of all filings with Regulatory Authorities that MPL may file in the futurereference Ambrx Know-How or Ambrx Patent Rights, and copies of all material communications to or from Regulatory Authorities that reference Ambrx Know-How or Ambrx Patent Rights, in each case that negatively affects the rights as soon as practicable, but in any event, within twenty (20) Business Days prior to filing or obligations within twenty (20) Business Days of MPC under this Agreement, MPL receipt by Agensys. Agensys shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered consult with Ambrx with respect to such adverse action. If a final, nonAmbrx Know-appealable decision is ultimately issued by the FERC How or Ambrx-Patent Rights incorporated into any filings with Regulatory Authorities and confirmed by a court having final authority shall incorporate comments from Ambrx in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Partydiscretion. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) The Corporation shall file all such documents, notices and certificates and take such steps and do such things as may be necessary under applicable securities laws to permit the issuance of the Common Shares in the circumstances contemplated by Section 3.2(a) such that such issuance will comply with the prospectus and registration requirements of applicable securities laws. (b) Notwithstanding any provision of this Agreement to the contrary, in the event a Receiptholder or Beneficial Holder would, upon receipt of any Common Shares issued in accordance with Sections 3.1(d) and 3.2(a), together with its Investor Affiliates, own or exercise control or direction (or both) over 10% or more of the Common Shares issued and outstanding immediately following the Acquisition Closing Date, the receipt of such number of Common Shares that would result in such Receiptholder or Beneficial Holder and its Investor Affiliates having ownership of, or control or direction (or both) over, 10% or more of the FERC takes any adverse action with respect outstanding Common Shares (the “Excess Common Shares”) will be subject to obtaining all Excess Common Share Approvals prior to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse actionExcess Common Share Final Approval Date. If any such adverse action is Excess Common Share Approval has not stayed pending appealby then been granted or obtained, each Party’s obligations under this Agreement applicable Receiptholder or Beneficial Holder shall be suspended until a stay is implemented or a finalnotify the Corporation by no later than the Excess Common Share Final Approval Date of the number of Subscription Receipts held by such holder that would otherwise entitle such holder to receive Excess Common Shares (“Excess Subscription Receipts”), non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued which Excess Subscription Receipts shall (unless otherwise waived by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory Corporation) be cancelled immediately prior to the provisions of this Agreement, then Acquisition Closing Time and such Receiptholder or Beneficial Holder will be entitled to receive the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected payment contemplated by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other PartySection 3.4. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) Other than any Beneficial Holders who have notified the Corporation to the contrary prior to the date hereof, each Beneficial Holder, by acquiring or holding a beneficial interest in Subscription Receipts (including through CDS and Book- Entry Participants), (i) represents and warrants to the Corporation that the number of Common Shares issuable pursuant to its beneficial holdings of Subscription Receipts will not directly cause it, together with its Investor Affiliates, to have beneficial ownership of, or indirectly control or direction over (or both), 10% or more of the Common Shares issued and outstanding immediately following closing of the Acquisition, and (ii) agrees not to take any action that indicates a lack prior to the earlier of support for the Tariffs at (x) issuance of Common Shares pursuant to the terms agreed to by MPC in this Agreement; of the Subscription Receipts, and (dy) not a Termination Event, that would cause subparagraph (i), above, to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12be incorrect. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In the event that the FERC takes (a) Notwithstanding anything in any adverse action with respect Credit Document to the Tariffs contrary, the Collateral Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC or State PUC approval is required pursuant to Communications Laws for (i) the operation and effectiveness of any right or remedy hereunder or under any other Collateral Document or (ii) taking any action that may be taken by the Collateral Agent hereunder or under the other Collateral Documents, such right, remedy or actions will be subject to any such prior FCC or State PUC, as applicable, approval having been obtained by or in favor of the Collateral Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC or any tariffs that MPL may file applicable State PUC, the voting rights in the futurePledged Securities, as well as de jure, de facto and negative control over all FCC or State PUC authorizations, shall remain with the Grantors even if an Event of Default has occurred and is continuing until the FCC and/or State PUC(s), as applicable, shall have given its prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the Pledged Securities or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in each case that negatively affects accordance with the rights applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s request, file or obligations of MPC under this Agreement, MPL cause to be filed such applications for approval and shall diligently defend the Tariffs, including appealing any take such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued other actions reasonably required by the FERC Collateral Agent to obtain each such FCC or State PUC approval or consent as is necessary to transfer ownership and confirmed control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, of the Licenses held by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to Grantors. To enforce the provisions of this AgreementSection 6.22, then the Parties Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall negotiate be instructed to seek from the FCC and every applicable State PUC an involuntary transfer of control of any such License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s request, the Grantors shall further use their reasonable best efforts to assist in good faith obtaining approval of the FCC and/or applicable State PUC(s), if required, for any action or transactions contemplated hereby, including the preparation, execution and filing with the FCC and/or applicable State PUC(s) of the assignor’s or transferor’s portion of any application for consent to amend this Agreement the assignment of any License or transfer of control, or notice of such assignment or transfer, as applicable, necessary or appropriate under the FCC’s and/or any applicable State PUC(s)’ rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any License or other authorization. (b) The Grantors acknowledge that the assignment or transfer of Licenses is integral to the Secured Parties’ realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Grantors to comply with any the provisions of this Section 6.22 and that such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall failure would not be less than thirty (30) Days) after the issuance of such final judgmentadequately compensable in damages, then either Party and therefore agree that this Section 6.22 may terminate this Agreement upon written notice to the other Partybe specifically enforced. 9.2 MPC hereby agrees: (ac) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified Notwithstanding anything in this Agreement as a rate that MPC has agreed or in any other Credit Document to pay; the contrary, neither the Collateral Agent nor any other Secured Party shall, without first obtaining the approval of the FCC and/or any applicable State PUC (c) not directly or indirectly where required), take any action hereunder or under any other Collateral Document that indicates would constitute or result in any assignment of a lack License, change of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file material control or ownership of any actionGrantor, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions assignment or transfer of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws material operating assets of any Governmental Authority having jurisdictionGrantor if such assignment, change of material control or ownership or assignment or transfer of material operating assets would require the approval of the FCC or any such applicable State PUC under applicable law (including the FCC’s and any such applicable State PUC’s rules and regulations).

Regulatory Matters. 9.1 In A copy of each Transfer Letter authorizing the event that transfer of ownership of the FERC takes INDs and CTAs as well as the orphan drug designation owned by Seller to Buyer shall be delivered on the Closing Date and within ten (10) Business Days after the Closing Date, (a) Seller shall submit the Transfer Letters to the relevant Governmental Authorities and shall notify Buyer of such submission on the date submitted (providing Buyer an electronic copy of the submission with such notification) and (b) shall provide to Buyer the full regulatory file for the INDs and CTAs held by the Seller, including all available electronic meta data. Upon notification of the Seller’s submission of the Transfer Letter to the relevant Governmental Authorities, Buyer shall execute and submit to the relevant Governmental Authorities letters acknowledging Buyer’s commitment to assume ownership of the INDs and CTAs and the orphan drug designation owned by Seller. As of the Closing Date, except as otherwise set forth in this Section 7.7, Buyer shall be solely responsible for taking any adverse action actions necessary to (i) obtain any documentation required to maintain the INDs and CTAs or the orphaned drug designation owned by Seller or obtain any further authorizations under any Applicable Law, and (ii) otherwise comply with any Applicable Law with respect to regulatory authorizations. During the Tariffs or any tariffs period between the Closing Date and the date that MPL may file is that is eighteen (18) months from the Closing Date, Seller shall provide reasonable assistance as requested by Buyer in the future, in each case that negatively affects the rights or obligations connection with Buyer’s fulfilment of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s its obligations under this Agreement Section 7.7. Except as set forth in any further written agreement between the Parties, as of the Closing Date, Buyer shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect solely responsible for investigating and reporting adverse experiences for the Product to any Governmental Authorities and addressing any such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory Governmental Authorities’ inquiries related to the provisions safety of this Agreementthe Product; provided, then however, that Seller shall provide reasonable assistance and cooperation to Buyer to the Parties shall negotiate in good faith to amend this Agreement to comply with extent any such judgment and to retain the protections and structures reflected by its current terms investigations or inquiries related to the maximum extent permissible under such judgment. In manufacture or development of the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice Product prior to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things Closing Date by or on behalf of Seller. Except as MPL set forth in any further written agreement between the Parties, as of the Closing Date, Buyer shall reasonably request in connection with its applications for, and the processing of, be solely responsible for addressing any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly Person’s medical inquiries or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect complaints relating to the TariffsProduct; provided, including however, that Seller shall provide reasonable assistance and cooperation to Buyer to the extent any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws such inquiries or complaints related to common carrier pipelines. The terms and provisions the manufacture or Development of the Tariffs shall apply Product prior to the services provided Closing Date by MPL pursuant to this Agreementor on behalf of Seller. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) Sanofi shall be solely responsible for all regulatory filings and communications with each Regulatory Health Authority including, without limitation, for the event that preparation and filing of all INDs and applications for pricing and reimbursement approval and for providing, in the FERC takes format required by Regulatory Health Authorities, the data and information required to be submitted to such Regulatory Health Authorities as part of a Drug Approval Application for a Program Product, including data from all Clinical Trials and all Manufacturing and controls information required for Regulatory Approval of such Program Product by the Regulatory Health Authorities. Sanofi shall own all right, title and interest in and to any adverse action Regulatory Filings and all Regulatory Approvals relating to the Program Compounds or Program Products and they shall be held in the name of Sanofi or its designated Affiliate, Sanofi Licensee, Sublicensee or other designee. Ardelyx shall duly execute and deliver or cause to be duly executed and delivered, such instruments and shall, at Sanofi’s cost and expense, do and cause to be done such acts and things, including the filing of such assignments, agreements, documents and instruments, as may be necessary under or as Sanofi may reasonably request in connection with or to carry out more effectively the purpose of or to better assure and confirm unto Sanofi its rights under this Section 4.5(a). (b) During the Term, through the DAC, or otherwise, if the DAC has been terminated pursuant to Section 3.2, Sanofi shall report to Ardelyx regarding the status of each pending or proposed IND application or Drug Approval Application covering a Program Product in the Territory. (c) If Ardelyx has exercised the Co-Promote Option (as described in Section 5.1 below) the following provisions of this Section 4.5(c) shall apply during the term of the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the Tariffs or any tariffs that MPL may file omitted portions. Co-Promote Agreement: Sanofi shall keep Ardelyx informed on an ongoing basis regarding the schedule and process for the preparation of the Drug Approval Application in respect of the relevant Co-Promote Product in the futureU.S. Territory, provide final (or close to final) drafts of those sections of the Drug Approval Application requested by Ardelyx, and permit Ardelyx to review and comment on sections of such drafts in each case that negatively affects parallel with Sanofi’s review process and in compliance with the rights or obligations of MPC under this Agreementtimelines Sanofi has stipulated for its internal purposes, MPL and Sanofi shall diligently defend use reasonable efforts to incorporate Ardelyx’s comments therein. Notwithstanding the Tariffsaforesaid, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event if the Parties are unable to reach agreement achieve a consensus regarding any comments made or changes proposed by Ardelyx, Sanofi shall make the final determination as to whether and when to file the Drug Approval Application as well as the form and content thereof. The purpose of such foregoing interactions shall be to identify and resolve any potential reasonable concerns of Ardelyx in advance of the proposed filing of such Drug Approval Applications (and in particular the initial Drug Approval Application) in the U.S. Territory. Following the filing of the initial Drug Approval Application in the U.S. Territory, Sanofi shall continue to work with Ardelyx in the manner outlined above in this Section 4.5(c) in connection with any subsequent Drug Approval Applications in the U.S. Territory for the Co-Promote Product in respect of which Ardelyx has exercised the Co-Promote Option, and Sanofi shall provide Ardelyx with a copy in electronic form of all filings to Regulatory Health Authorities in the U.S. Territory that it makes hereunder in connection with such foregoing Drug Approval Applications. Sanofi shall further promptly furnish Ardelyx with copies of all material correspondence or minutes from any material meetings with any Regulatory Health Authority, in each case relating to any such Drug Approval Application in the U.S. Territory. (d) If Ardelyx has exercised the Co-Promote Option, the following provisions of this Section 4.5(d) shall apply during the term of the Co-Promote Agreement: Sanofi shall notify Ardelyx of any request for [***] and Sanofi shall allow [***]. The foregoing shall apply with respect to [***]. Sanofi shall as soon as reasonably practicable furnish Ardelyx with copies of all substantive correspondence Sanofi has had with the FDA, and contact reports concerning substantive conversations or substantive meetings with the FDA, in each case relating to any such an amendment within Drug Approval Application for a reasonable period of time Co-Promote Product. (which e) If Ardelyx has exercised the Co-Promote Option, and any Regulatory Health Authority threatens or initiates any action to remove a Co-Promote Product from the market in the U.S. Territory, Sanofi shall not be less than thirty (30) Days) after the issuance notify Ardelyx of such final judgmentcommunication as promptly as reasonably practical under the circumstances, then either Party may terminate this Agreement upon written notice to but in any event within [***] of receipt of such communication from the other PartyRegulatory Health Authority. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) Parent and the event that Company shall use their commercially reasonable efforts to promptly prepare and file with the FERC takes any adverse action with respect to SEC within forty-five (45) days after the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions date of this Agreement, then and in any event as soon as reasonably practicable thereafter, the Parties Form S-4, in which the Proxy Statement/Prospectus will be included. Each of Parent and the Company shall negotiate use its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter mail or deliver the Proxy Statement/Prospectus to its shareholders. Parent shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in good faith connection with any such action. (b) The parties shall reasonably cooperate with each other and use their respective commercially reasonable efforts to amend promptly prepare all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the Merger, the Bank Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, and to comply with the terms and conditions of all such permits, consents, approvals, and authorizations of all such third parties or Governmental Entities. Parent shall use its commercially reasonable efforts to make all initial requisite regulatory filings within twenty (20) Business Days of the date hereof, and in any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less no later than thirty (30) Days) after days following the issuance of such final judgment, then either Party may terminate this Agreement upon written date hereof (other than any notice to the Federal Reserve under its regulations, which will be filed in accordance with the timing contemplated by such regulations). The Company and Parent shall have the right to review in advance and, to the extent practicable, each will consult the other Party. 9.2 MPC hereby agrees: on, in each case subject to applicable Laws, all the non-confidential information relating to the Company or Parent (a) excluding any confidential financial information relating to take all such actions individuals), as the case may be, and do all such things as MPL shall reasonably request any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with its applications forthe transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations (collectively the “Approvals”) of all third parties and Governmental Entities necessary or advisable to consummate the Merger, the Bank Merger and the processing ofother transactions contemplated by this Agreement and each party will keep the other reasonably apprised of the status of matters relating to such Approvals and the completion of the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. (c) Each of Parent and the Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary certificatesor advisable in connection with the Proxy Statement/Prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Parent and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto will, at the date of mailing to the Company’s shareholders and at the time of the Company Special Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. Each of Parent and the Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement/Prospectus, as applicable. (d) Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or any of its Subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of any applicable Governmental Authorities; Entities that would reasonably be likely, in each case following the Effective Time (b) at all times to support but regardless when the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protestcondition or restriction is to be taken or implemented), complaint to have a Material Adverse Effect on Parent (measured on a scale relative to the Company) or other action a Material Adverse Effect on the Company or materially restrict or impose a material burden on Parent or any of its Subsidiaries (including, after the Effective Time, the Company and its Subsidiaries) in connection with the FERC transactions contemplated hereby or with respect to the Tariffsbusiness or operation of Parent or any of its Subsidiaries (including, including any increased rates based on after the inflationary index referred to in Section 3.12Effective Time, the Company and its Subsidiaries) (a “Materially Burdensome Regulatory Condition”). 9.3 The Parties acknowledge (e) Each of Parent and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on Company shall promptly advise the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this AgreementMerger, the Parties shall comply with all present Bank Merger and future Applicable Laws the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any Governmental Authority having jurisdictionsuch approval may be materially delayed.

Regulatory Matters. 9.1 In (a) Following the event that the FERC takes any adverse action transfer of an IND to AstraZeneca pursuant to Section 2.13, AstraZeneca shall be solely responsible for all regulatory filings and communications with each Regulatory Health Authority with respect to that IND, and AstraZeneca shall be solely responsible for any and all subsequent filings and communications with the Tariffs or any tariffs that MPL may file Regulatory Health Authority including, without limitation, for the preparation and filing of all additional INDs (except in relation to such IND(s) as are retained by Ardelyx pursuant to Section 2.13) and for providing, in the futureformat required by Regulatory Health Authorities, in each case that negatively affects the rights or obligations data and information required to be submitted to such Regulatory Health Authorities for Regulatory Approval of MPC under this Agreement, MPL shall diligently defend the TariffsLicensed Products, including appealing any without limitation data from all Clinical Trials and all Manufacturing and controls information required for Regulatory Approval of such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued Licensed Product by the FERC Regulatory Health Authorities. AstraZeneca shall, subject to the conditions and confirmed within the limitations set forth in Section 4.4(a), use Commercially Reasonable Efforts to obtain Regulatory Approval for Licensed Products in (i) the Major Markets, and (ii) in any other countries where AstraZeneca determines at its sole discretion that it is commercially viable to do so. (b) During the Term, whether through the DCC while such committee is in effect, or by providing Information and Materials directly to Ardelyx after the DCC has been disbanded, AstraZeneca shall report to Ardelyx regarding the status of each pending or proposed IND application or Drug Approval Application covering a court having final authority Licensed Product in the matter that requires MPL Territory. (c) If Ardelyx has exercised the Co-Promote Option (as described in Section 7.1 below) the following shall apply: AstraZeneca shall keep Ardelyx informed on an ongoing basis regarding the schedule and process for the preparation of the Drug Approval Application in respect of the relevant Co-Promote Product in the U.S. Territory, provide final (or close to amend final) drafts of those sections of the Tariffs Drug Approval Application requested by Ardelyx, and permit Ardelyx to review and comment on sections of such drafts in a manner that is fundamentally contradictory parallel with AstraZeneca’s review process and in compliance with the timelines AstraZeneca has stipulated for its internal purposes, and AstraZeneca shall use reasonable efforts to incorporate Ardelyx’s comments therein. Notwithstanding the provisions of this Agreementaforesaid, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event if the Parties are unable to reach agreement achieve a consensus regarding any comments made or changes proposed by Ardelyx, AstraZeneca shall make the final determination as to whether and when to file the Drug Approval Application as well as the form and content thereof. The purpose of such foregoing interactions shall be to identify and resolve any potential reasonable concerns of Ardelyx in advance of the proposed filing of such Drug Approval Applications (and in particular the initial Drug Approval Application) in the U.S. Territory. Following the filing of the initial Drug Approval Application in the U.S. Territory, AstraZeneca shall continue to work with Ardelyx in the manner outlined above in this Section 4.6(c) in connection with any subsequent Drug Approval Applications in the U.S. Territory for the Co-Promote Product in respect of which Ardelyx has exercised the Co-Promote Option, and AstraZeneca shall provide Ardelyx with a copy in electronic form of all filings to Regulatory Health Authorities in the U.S. Territory that it makes hereunder in connection with such foregoing Drug Approval Applications. AstraZeneca shall further promptly furnish Ardelyx with copies of all material correspondence or minutes from any material meetings with any Regulatory Health Authority, in each case relating to any such Drug Approval Application in the U.S. Territory. (d) During the period when the DCC is in effect, AstraZeneca shall notify Ardelyx of any request for [***] and AstraZeneca shall allow [***]. The foregoing shall apply with respect to [***]. AstraZeneca shall as soon as reasonably practicable furnish Ardelyx with copies of all substantive correspondence AstraZeneca has had with any Regulatory Health Authority, and contact reports concerning substantive conversations or substantive meetings with any Regulatory Health Authority, in each case relating to any such an amendment within a reasonable period of time (which IND or Drug Approval Application. As from the date when the DCC is disbanded, Ardelyx’s rights hereunder shall not be less than thirty (30) Days) after cease, provided, however, that if Ardelyx has exercised the issuance of such final judgmentCo-Promote Option, then either Party may terminate this Agreement upon written notice to during the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL period when the SCC is in effect, Ardelyx shall reasonably request in connection with its applications for, and have the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified rights set out in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and subsection (d) not but such rights shall (i) be limited to file the U.S. Territory and the Co-Promote Product and (ii) further be limited such that Ardelyx may participate as an observer in any action, protest, complaint meeting or other action conference call as set forth above only to the extent invited to do so by AstraZeneca. (e) Ardelyx shall notify AstraZeneca of any request for a meeting or substantive telephone conference call with any Regulatory Health Authority relating to any IND or IND equivalent for which Ardelyx is the sponsor and Ardelyx shall allow one (1) representative of AstraZeneca to participate as an observer in any such meeting or conference call. The foregoing shall apply with respect to meetings or conferences initiated by Ardelyx or by a Regulatory Health Authority. [***] Certain information in this document has been omitted and filed separately with the FERC Securities and Exchange Commission. Confidential treatment has been requested with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12omitted portions. 9.3 The Parties acknowledge and agree that MPL operates (f) If Ardelyx has exercised the Pipeline System as a common carrierCo-Promote Option, and MPC’s rights as any Regulatory Health Authority threatens or initiates any action to remove a shipper on Licensed Product (in respect of which the Pipeline System Co-Promote Option has been exercised) from the market in the U.S. Territory, AstraZeneca shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions notify Ardelyx of the Tariffs shall apply to the services provided such communication within [***] of receipt by MPL pursuant to this AgreementAstraZeneca. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) Parent, Merger Sub and the event that Company shall cooperate in preparing preliminary proxy materials, including the FERC takes information required by Schedule 13E-3, relating to the Company Meeting (together with any adverse action amendments thereof or supplements thereto, the “Proxy Statement”) and the Schedule 13E-3. The Company shall, as soon as practicable, file (after receiving Parent’s consent thereto, not to be unreasonably withheld or delayed) the Proxy Statement and Parent, Merger Sub and the Company shall, as soon as practicable, jointly file the Schedule 13E-3. Each of Parent, Merger Sub and the Company shall use its reasonable best efforts to respond to any comments of the SEC (after providing Parent and Merger Sub (in the case of a response by the Company) or the Company (in the case of a response by Parent or Merger Sub) with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall notify Parent and Merger Sub as promptly as practicable of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or the Schedule 13E-3 for additional information and shall supply Parent and Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Tariffs Proxy Statement, the Schedule 13E-3 or the transactions contemplated hereby. The Company will cause the Proxy Statement and the Schedule 13E-3 (other than portions relating to Parent or Merger Sub) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Company Meeting (including any requirement to amend or supplement the Proxy Statement) and the Schedule 13E-3. Parent and Merger Sub will cause those portions of the Proxy Statement and the Schedule 13E-3 relating to Parent and Merger Sub to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the Schedule 13E-3. Without limiting the generality of the foregoing, each party shall furnish to the other such information relating to it and its affiliates and the transactions contemplated hereby and such further and supplemental information as may be reasonably requested by the other party and shall promptly notify the other party of any change in such information. The Company, as to itself and its Subsidiaries, and Parent and Merger Sub, as to themselves and each of their Subsidiaries, agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement, the Schedule 13E-3 or any tariffs that MPL may file amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Meeting, contain (i) any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any statement which, at the time and in the futurelight of the circumstances under which such statement is made, in each case that negatively affects the rights will be false or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered misleading with respect to such adverse actionany material fact, or which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement, the Schedule 13E-3 or any amendment or supplement thereto. If a finalat any time prior to the Company Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority Company (or, in the matter that requires MPL to amend case of the Tariffs in a manner that is fundamentally contradictory Schedule 13E-3, the Company, Parent and Merger Sub) shall promptly prepare and, to the provisions of this Agreementextent required by law, then rule or regulation, the Parties Company shall negotiate in good faith mail to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to stockholders such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of or supplement; provided, that no such final judgment, then either Party may terminate this Agreement upon written notice amendment or supplement to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications forProxy Statement or the Schedule 13E-3 will be made by the Company without Parent’s prior consent, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint be unreasonably withheld or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12delayed. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) Licensee shall be responsible for preparing and filing INDs, Registration Applications and other regulatory filings for the event that the FERC takes any adverse action with respect to the Tariffs or any tariffs that MPL may file Product in the futureTerritory through and including Registration, and thereafter shall be responsible for maintaining such Registrations. All such filings shall be in each Medistem’s name (or that of its Affiliates, Sublicensees or distributors, as the case that negatively affects may be). Licensee shall also obtain any export approvals required by the rights or obligations Regulatory Authorities to export Product. (b) Medistem, or, where required by applicable law, its designees(s) shall own all INDs, Registration Applications, Registrations and other regulatory filings for the Product in the Territory. (c) In order to assist Licensee in the performance of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s its obligations under this Agreement Section 3.4, Medistem shall be suspended until a stay is implemented provide Licensee or a finalits designee(s) with complete copies (or copies of relevant portions) of, nonand shall grant Licensee or its designee(s) the right to cross-appealable decision is rendered with respect to such adverse action. If a finalreference, non-appealable decision is ultimately issued by all of Medistem’s registrations or other regulatory filings made or held in any country for the FERC Product; and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things further acts as MPL shall reasonably promptly as possible after Licensee’s request in connection with its applications fortherefor, and the processing of, any that may be necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times or appropriate to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and effectuate such right. (d) not to file any action, protest, complaint or other action with the FERC with respect Licensee shall keep Medistem informed as to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to status of all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL regulatory filings made pursuant to this AgreementSection 3.4. 9.4 (e) In carrying out the terms and provisions of connection with any IND or Registration Application filed pursuant to this AgreementSection 3.4, the Parties Licensee shall comply with all present and future Applicable Laws notify Medistem as soon as reasonably possible of any Governmental meeting with the Regulatory Authority having jurisdictionin the Territory scheduled by Licensee (which notification shall describe the subject matter of any such meeting), shall permit Medistem to assist Licensee in the preparation for any such meeting and shall promptly advise Medistem in writing of the outcome of any such meeting.

Regulatory Matters. 9.1 In (a) FFY and First Place shall promptly prepare and file with the event that SEC the FERC takes any adverse action Proxy Statement and First Place shall promptly prepare and file with respect to the Tariffs or any tariffs that MPL may file in SEC the futureS-4, in which the Proxy Statement will be included as a prospectus. Each of FFY and First Place shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each case that negatively affects of FFY and First Place shall thereafter mail the rights Proxy Statement to each of its respective stockholders. First Place shall also use all reasonable efforts to obtain all necessary state securities law or obligations of MPC under "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Bank Merger Agreement, MPL and FFY shall diligently defend furnish all information concerning FFY and the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall holders of FFY Common Stock as may be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority reasonably requested in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply connection with any such judgment action. (b) The parties hereto shall cooperate with each other and use their best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgmentobtain as promptly as practicable all permits, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificatesconsents, approvals and authorizations of any applicable all third parties and Governmental Authorities; (b) at all times Entities which are necessary or advisable to support consummate the Tariffs specified in transactions contemplated by this Agreement (including without limitation the Merger and the Subsidiary Merger) (it being understood that any amendments to the S-4 or a resolicitation of proxies as a rate that MPC has agreed consequence of a subsequent proposed merger, stock purchase or similar acquisition by First Place or any of its Subsidiaries shall not violate this covenant). FFY and First Place shall have the right to pay; (c) not directly review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to FFY or indirectly take First Place, as the case may be, and any action that indicates a lack of support for their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Tariffs at the terms agreed to transactions contemplated by MPC in this Agreement; . In exercising the foregoing right, each of the parties hereto shall act reasonably and (d) not to file any action, protest, complaint or as promptly as practicable. The parties hereto agree that they will consult with each other action with the FERC with respect to the Tariffsobtaining of all permits, including any increased rates based on consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the inflationary index referred transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to in Section 3.12completion of the transactions contemplated herein. 9.3 The Parties acknowledge (c) First Place and agree that MPL operates FFY shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Pipeline System as a common carrierProxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of First Place, FFY or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided other transactions contemplated by MPL pursuant to this Agreement. 9.4 In carrying out (d) First Place and FFY shall promptly furnish each other with copies of written communications received by First Place or FFY, as the case may be, or any of their respective Subsidiaries, Affiliates or Associates (as such terms and provisions are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the Parties shall comply with all present and future Applicable Laws of foregoing to, any Governmental Authority having jurisdictionEntity in respect of the transactions contemplated hereby.

Regulatory Matters. 9.1 In the event that the FERC takes any adverse action with respect to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) The parties hereto shall cooperate with each other and use all reasonable best efforts to take promptly prepare and file following the date of this Agreement all necessary documentation (including assisting each party's stockholders with filing notifications required to be filed by any such actions and do all such things as MPL shall reasonably request stockholder under the HSR Act in connection with its applications forthe Merger), to effect all applications, notices, petitions and filings, and the processing ofto obtain as promptly as practicable all permits, any necessary certificatesconsents, approvals and authorizations of any applicable all third parties and Governmental Authorities; (b) at all times Entities which are necessary or advisable to support consummate the Tariffs specified in transactions contemplated by this Agreement (including filing the notification provided for under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as a rate that MPC has agreed to pay; amended (cthe "HSR Act")) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action connection with the FERC Merger, and taking all necessary action to provide all information requested by a Governmental Entity and to cause the expiration of the notice periods under the HSR Act with respect to the Tariffs, including any increased rates based on Merger as promptly as reasonably practicable after the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions date of this Agreement; provided, however, that nothing in this Section 7.1(a) shall require iPCS or the Company to agree to the imposition of material conditions or any requirement of divestiture of a material asset as a result of antitrust or other regulatory concerns. The Company and iPCS shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or iPCS, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, except for documents filed pursuant to Item 4(c) of the Pre-Merger Notification and Report Form filed under the HSR Act or communications regarding the same or documents or information submitted in response to any request for additional information or documents pursuant to the HSR Act which reveal iPCS' or the Company's negotiating objectives or strategies or purchase price expectations or as otherwise may be prohibited by law or contractual obligation or would contravene existing attorney-client privilege. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the notifications, applications or transactions contemplated herein. In the event that either party shall fail to obtain any third party consent described above, such party shall use its reasonable best efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon iPCS and its Subsidiaries and their respective businesses after the Effective Time which results or could reasonably be expected to result from, the Parties failure to obtain such consent. (b) Promptly after the date hereof, the Company and iPCS shall comply prepare and file with the FCC an application requesting its approval of the change of control of the Company License to iPCS (the "Approval Application"). The Company and iPCS thereafter shall diligently take or cooperate in the taking of all steps that are necessary or appropriate to prosecute the Approval Application and to obtain the grant of the Approval Application as expeditiously as reasonably practicable. The parties agree to consult with one another as to the approach to be taken with the FCC with respect to obtaining any necessary consent or authority to the transactions contemplated hereby, and each of the parties shall keep the other party reasonably informed as to the status of any such communications with the FCC. (c) Each of iPCS and the Company shall, upon request, furnish the other with all present information concerning themselves, their Subsidiaries, directors, officers and future Applicable Laws stockholders 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 iPCS, the Company or any of their respective Subsidiaries to any Governmental Authority having jurisdictionEntity in connection with the Merger and the other transactions contemplated by this Agreement except as may be prohibited by Section 7.1(a), law or contractual obligation or would contravene existing attorney-client privilege. (d) If at any time prior to the Effective Time any information relating to iPCS or the Company, or any of their respective Affiliates, officers or directors is discovered by iPCS or the Company which should be set forth in an amendment or supplement to any statement, filing, notice or application made by or on behalf of iPCS, the Company or any of their Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement, so that any of such documents would not include any misstatement of a material fact or would omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties to this Agreement and an appropriate amendment or supplement describing such information shall be filed as soon as practicable with such Governmental Entity. (e) Each of iPCS and the Company shall promptly furnish each other with true and correct copies of written communications received by iPCS or the Company, as the case may be, or any of their respective Subsidiaries or Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby, except for documents filed pursuant to Item 4(c) of the Pre-Merger Notification and Report Form filed under the HSR Act or communications regarding the same or documents or information submitted in response to any request for additional information or documents pursuant to the HSR Act which reveal iPCS' or the Company's negotiating objectives or strategies or purchase price expectations or as otherwise may be prohibited by law or contractual obligation or would contravene existing attorney-client privilege.

Regulatory Matters. 9.1 In (a) All of Borrowers’ and their Subsidiaries’ material Products and material Regulatory Required Permits as of the event that Closing Date are listed on Schedule 4.17 on the FERC takes any adverse action with Closing Date. With respect to each Product, (i) the Tariffs Borrowers and their Subsidiaries have received, and such Product is the subject of, all Regulatory Required Permits needed in connection with the testing, manufacture, marketing or any tariffs that MPL may file in the futuresale of such Product as currently being conducted by or on behalf of Borrower, in each case that negatively affects except where the rights failure to obtain such Regulatory Required Permits could not reasonably be expected to have a Material Adverse Effect and (ii) such Product is being tested, manufactured, marketed or obligations of MPC under this Agreementsold, MPL shall diligently defend as the Tariffscase may be, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented by Borrowers (or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this AgreementBorrowers’ knowledge, then by any applicable third parties) in compliance with all applicable Laws and Regulatory Required Permits in each case except where the Parties shall negotiate in good faith failure to amend this Agreement do so could not reasonably be expected to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within have a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other PartyMaterial Adverse Effect. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times None of the Borrowers or any Subsidiary thereof are in violation of any Healthcare Law, except where any such violation would not reasonably be expected to support the Tariffs specified in this Agreement as have a rate that MPC has agreed to pay; Material Adverse Effect. (c) not As of the Closing Date, no Borrower or any Subsidiary thereof receives any material payments directly (including through any third party payment processor) from Medicare, Medicaid, or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and TRICARE. (d) not to file any actionTo the Borrowers’ knowledge (after reasonable inquiry), protestnone of the Borrowers or their Subsidiaries’ officers, complaint directors, employees, shareholders, their agents or other action with the FERC with respect affiliates has made an untrue statement of material fact or fraudulent statement to the TariffsFDA or failed to disclose a material fact required to be disclosed to the FDA, including any increased rates based on committed an act, made a statement, or failed to make a statement that could reasonably be expected to provide a basis for the inflationary index referred FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,” set forth in Section 3.1256 Fed. Regulation 46191 (September 10, 1991). 9.3 The Parties acknowledge (e) Except as would not reasonably be expected to result in a Material Adverse Effect, each Product (i) has been and/or shall be manufactured, imported, possessed, owned, warehoused, marketed, promoted, sold, labeled, furnished, distributed and agree that MPL operates the Pipeline System as a common carriermarketed and each service has been conducted in accordance with all applicable Permits and Laws, and MPC’s rights as a shipper on the Pipeline System (ii) has been and/or shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions manufactured in accordance with Good Manufacturing Practices. (f) As of the Tariffs shall apply to the services provided by MPL pursuant to this AgreementClosing Date, there have been no material Regulatory Reporting Events. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) All of Borrowers’ and their Subsidiaries’ material Products and material Regulatory Required Permits (limited to those Regulatory Required Permits the event that loss of which would reasonably be expected to have a Material Adverse Effect) are listed on Schedule 4.17 on the FERC takes any adverse action with Closing Date (as updated from time to time as required under Section 4.15). With respect to each Product, (i) the Tariffs Borrowers and their Subsidiaries have received, and such Product is the subject of, all Regulatory Required Permits needed in connection with the testing, manufacture, marketing or any tariffs that MPL may file in the futuresale of such Product as currently being conducted by or on behalf of Borrower, in each case that negatively affects except where the rights failure to obtain such Regulatory Required Permits could not reasonably be expected to have a Material Adverse Effect and (ii) such Product is being tested, manufactured, marketed or obligations of MPC under this Agreementsold, MPL shall diligently defend as the Tariffscase may be, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented by Borrowers (or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this AgreementBorrowers’ knowledge, then by any applicable third parties) in compliance with all applicable Laws and Regulatory Required Permits in each case except where the Parties shall negotiate in good faith failure to amend this Agreement do so could not reasonably be expected to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within have a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other PartyMaterial Adverse Effect. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times None of the Borrowers or any Subsidiary thereof are in violation of any Healthcare Law, except where any such violation would not reasonably be expected to support the Tariffs specified in this Agreement as have a rate that MPC has agreed to pay; Material Adverse Effect. (c) not No Borrower or any Subsidiary thereof receives any material payments directly (including through any third party payment processor) from Medicare, Medicaid, or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and TRICARE. (d) not to file any actionTo the Borrowers’ knowledge (after reasonable inquiry), protestnone of the Borrowers or their Subsidiaries’ officers, complaint directors, employees, shareholders, their agents or other action with the FERC with respect affiliates has made an untrue statement of material fact or fraudulent statement to the TariffsFDA or failed to disclose a material fact required to be disclosed to the FDA, including any increased rates based on committed an act, made a statement, or failed to make a statement that could reasonably be expected to provide a basis for the inflationary index referred FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,” set forth in Section 3.1256 Fed. Regulation 46191 (September 10, 1991). 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System (e) Except as would not reasonably be expected to result in a common carrierMaterial Adverse Effect, and MPC’s rights as a shipper on the Pipeline System each Product each Product has been and/or shall be manufactured, imported, possessed, owned, warehoused, marketed, promoted, sold, labeled, furnished, distributed and marketed and each service has been conducted in accordance with all applicable Permits and Laws. (f) No Borrower, nor any Subsidiary thereof, is subject to all Applicable Laws related any proceeding, suit or, to common carrier pipelines. The terms and provisions any Borrower’s knowledge, investigation by any federal, state, provincial or local government or quasi-governmental body, agency, board or authority or any other administrative or investigative body (including the Office of the Tariffs shall apply Inspector General of the United States Department of Health and Human Services),which could reasonably be expected to the services provided by MPL pursuant to this Agreementresult in a Material Adverse Effect. 9.4 In carrying out (g) As of the terms and provisions of this AgreementClosing Date, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdictionthere have been no material Regulatory Reporting Events.

Regulatory Matters. 9.1 In (a) R-Pharm shall be responsible for preparing and filing INDs, Registration Applications and other regulatory filings for the event that the FERC takes any adverse action with respect to the Tariffs or any tariffs that MPL may file Product in each country in the futureTerritory through and including Registration, and thereafter shall be responsible for maintaining such Registrations. If data originating from Scynexis is used in any regulatory filing, R-Pharm shall inform Scynexis of such use. All such filings shall be in R-Pharm’ name. R-Pharm shall also obtain any export approvals required by the Regulatory Authorities to export Product among the countries of the Territory; (b) R-Pharm or, where required by applicable law, its designees(s) shall own all INDs, Registration Applications, Registrations and other regulatory filings for the Product in each case that negatively affects country in the rights or obligations Territory; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of MPC under this Agreementthe Securities Act of 1933, MPL shall diligently defend as amended. (c) In order to assist R-Pharm in the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s performance of its obligations under this Agreement Section 4.5, Scynexis shall be suspended until a stay is implemented provide R-Pharm or a finalits designee(s), nonvia access to an electronic data room with the rights to download, save and print all the documents, with complete copies (or copies of relevant portions) of, and shall grant R-appealable decision is rendered with respect Pharm or its designee(s) the right to such adverse action. If a finalcross-reference, non-appealable decision is ultimately issued by the FERC all of Scynexis’ and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory its Strategic Partners’ (to the provisions of this Agreementextent Scynexis has the right to provide such information to R-Pharm) INDs, then registration applications, registrations or other regulatory filings made or held in any country for all products that contain the Parties Compound as an active ingredient. Scynexis shall negotiate in good faith to amend this Agreement to comply with any execute, acknowledge and deliver such judgment further instruments, and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall other acts, reasonably promptly after R-Pharm’s request in connection with its applications fortherefor, and the processing of, any that may be necessary certificates, approvals and authorizations of any applicable Governmental Authoritiesor appropriate to effectuate such right; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and and (d) not R-Pharm shall provide Scynexis with complete copies (or copies of relevant portions) of, and shall grant Scynexis the right to file cross reference any actionINDs, protestRegistration Applications, complaint Registrations or other action related data or regulatory filings made or held in each country in the Territory in the name of R-Pharm (or that of its Affiliates), reasonably necessary or useful to enable Scynexis to market products either within the Territory and outside the Field, or outside the Territory. R-Pharm shall execute, acknowledge and deliver such further [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the FERC with respect Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. instruments, and shall do all such other acts, all as promptly as possible after Scynexis’ request therefor, that may be necessary or appropriate to effectuate such right in each such country. R-Pharm shall also provide such copies and such right to cross reference to any Strategic Partner that grants R-Pharm or its designee(s) the right to cross reference such Strategic Partner’s INDs, registration application or other regulatory filings made or held in any country for products that contain the Compound as an active ingredient. If such data is used in any regulatory filing, Scynexis shall inform R-Pharm of such use. (e) R-Pharm shall keep Scynexis informed as to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to status of all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL regulatory filings made pursuant to this AgreementSection 4.5, shall permit Scynexis to review any revisions to any filings or communications with Regulatory Authorities during their preparation and shall confer with Scynexis regarding the preparation of such filings, communications with Regulatory Authorities and other matters pertaining to or affecting the registration process. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 9.4 (f) In carrying out the terms and provisions of connection with any IND or Registration Application filed by R-Pharm pursuant to this AgreementSection 4.5, the Parties R-Pharm shall comply with all present and future Applicable Laws notify Scynexis as soon as reasonably possible of any Governmental meeting with the Regulatory Authority having jurisdictionin any country in the Territory scheduled by R-Pharm (which notification shall describe the subject matter of any such meeting), shall permit Scynexis to assist R-Pharm in the preparation for any such meeting, shall permit Scynexis to accompany R-Pharm to any such meeting and, if Scynexis does not attend, shall promptly report to Scynexis in writing the minutes of any such meeting. .

Regulatory Matters. 9.1 In Subject to the event that terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 6.3, each of the Company and EFIH and Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, the following actions: (i) the prompt provision to each and every federal, state, local or foreign court or Governmental Entity (including the FCC, the FERC takes and the PUCT) with jurisdiction over any adverse action Company Approvals or Parent Approvals of information and documents reasonably requested by any such court or Governmental Entity or that are necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement or the Plan of Reorganization (solely as the Plan of Reorganization relates to the E-Side Debtors); (ii) with respect to the Tariffs HSR Filing, obtaining the expiration or earlier termination of any tariffs that MPL may file in waiting period under the future, in each case that negatively affects HSR Act applicable to the rights or obligations of MPC under transactions contemplated by this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the TariffsFCC Approval, the FERC Approval and the PUCT Approval and all other approvals and consents of a Governmental Entity, obtaining all such necessary approvals and avoiding the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment or Law that, individually or in the aggregate, would be reasonably likely to prevent, enjoin or otherwise prohibit, or materially impair, restrain or restrict, the transactions contemplated by this Agreement or the Plan of Reorganization (solely as the Plan of Reorganization relates to the E-Side Debtors), including any increased rates based on Parent and Merger Sub, subject to the inflationary index referred to in first sentence of the last paragraph of Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier6.3(e), taking all actions required by, and MPC’s rights as accepting all conditions and/or requirements imposed under the terms of any, consent, registration, order, approval or authorization issued by any Governmental Entity in connection with the transactions contemplated by this Agreement or the Plan of Reorganization to the extent that any such condition or requirement is a shipper on Key Regulatory Term or is not otherwise a Burdensome Condition; and (iii) in the Pipeline System shall event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination, decree or Law is entered, issued or enacted, or becomes reasonably foreseeable to be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions entered, issued or enacted, in any proceeding, review or inquiry of any kind that would make consummation of the Tariffs shall apply transactions contemplated by this Agreement or the Plan of Reorganization (solely as the Plan of Reorganization relates to the services provided E-Side Debtors) unlawful or that would prevent, enjoin or otherwise prohibit, or materially impair, restrain or restrict, the transactions contemplated by MPL pursuant this Agreement or the Plan of Reorganization (solely as the Plan of Reorganization relates to the E-Side Debtors), vacate, modify, reverse, suspend, prevent, eliminate, avoid, remove or comply with such actual, anticipated or threatened injunction, decision, order, judgment, determination, decree or enactment so as to permit prompt consummation of the transactions contemplated by this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 (a) The Company will use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Documents (including with respect to the exercise of the Warrant), to perform covenants contemplated by this Agreement and the other Transaction Documents, including any such applications, notices, petitions or filings required to be made by it with Governmental Entities in connection with the transactions contemplated by this Agreement and the other Transaction Documents as promptly as practicable, and, without limiting the foregoing, shall assist in making a rebuttal of control submission under the HOLA to the OTS or the Federal Reserve, as applicable, not later than 30 calendar days following the date of this Agreement; provided, that nothing contained in this Agreement shall require either Investor or any of their respective Affiliates to take any action that would (i) result in either Investor or any of their respective Affiliates being deemed to control the Company for purposes of the HOLA or other applicable law or regulation, or (ii) materially adversely affect in the Investors’ good faith judgment the economic or other benefits expected by the Investors of the transactions contemplated by this Agreement and the other Transaction Documents to either Investor (the foregoing (i) and (ii) a “Burdensome Condition”), and, for the avoidance of doubt, any requirements to disclose the identities of direct or indirect limited partners, stockholders or members of an Investor or its Affiliates or its investment advisors shall be deemed a Burdensome Condition unless otherwise determined by such Investor in its sole discretion; and, provided, further, that nothing in this Agreement shall obligate an Investor to provide any of its, its Affiliates’ or their control persons’ or direct or indirect equity holders’ nonpublic, proprietary, personal or otherwise confidential information. (b) The Investors will have the right to review in advance and consult with the Company, subject to applicable laws relating to the exchange of information, with respect to all the information relating to the Investors, and any of their respective subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Transaction Documents. The Company agrees to keep the Investors apprised of the status of matters relating to completion of the transactions contemplated hereby and by the Transaction Documents. The Company shall promptly furnish to the Investors to the extent permitted by applicable laws copies of written communications received by them or the Company Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement or by any other Transaction Document. (c) The Company shall not take any action which would reasonably be expected to pose a risk that either Investor or any of its respective Affiliates will become, or control, a “savings and loan holding company” within the meaning of HOLA, or otherwise be deemed to control the Company or have other adverse consequences to the Investors under applicable law or regulation, including without limitation undertaking any redemption, recapitalization or repurchase of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock. In the event that the FERC takes Company breaches its obligations under this Section 3.4(c), or enters into a transaction, contemplates entering into a transaction, or otherwise believes that it will or is likely to breach its obligations under this Section 3.4(c), it shall promptly notify the other parties hereto and shall cooperate in good faith with such parties to make arrangements or take any adverse action with respect to the Tariffs or any tariffs that MPL may file in the futureother action, in each case that negatively affects case, as determined by the rights or obligations Investors. (d) From the date of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in earlier of the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions date of termination of this AgreementAgreement and the date when the Stockholder Approval is obtained, then the Parties Company shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgmentnot, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications fordirectly or indirectly, amend, modify, or waive, and the processing of, any necessary certificates, approvals and authorizations Board of Directors shall not recommend approval of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect proposal to the Tariffsstockholders having the effect of amending, including modifying or waiving any increased rates based on provision in the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Certificate of Incorporation or By-Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply Company in any manner adverse to the services provided by MPL pursuant to this AgreementInvestors. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (i) There are no pending, or to the event Knowledge of Purchaser, threatened disputes or controversies (including with respect to capital requirements) as of the date hereof between Purchaser or any of its Affiliates and any Governmental Authority (or any capital plan, supervisory agreement or order with any Governmental Authority entered into or binding upon Purchaser or any of its Affiliates) that (i) would reasonably be expected to prevent Purchaser from being able to perform its obligations under this Agreement or (ii) would reasonably be expected to impair the FERC takes validity or consummation of this Agreement or the transactions contemplated hereby. As of the date hereof, (x) Purchaser has not received any adverse action notice in writing from any Governmental Authority indicating that such Governmental Authority would oppose or not timely grant or issue its consent or approval, if requested, with respect to the Tariffs transactions contemplated hereby, and (y) Purchaser has no reason to believe that, if requested, any Governmental Authority required to approve the transactions contemplated hereby would oppose or not grant or issue its consent or approval. (ii) Purchaser was rated at least satisfactory following its most recent CRA examination by the regulatory agency responsible for its supervision prior to the date hereof. Purchaser received no written notice prior to the date hereof of any planned or threatened objection by any banking community group to the transactions contemplated hereby. (iii) As of the date hereof, both currently and after giving effect to the transactions contemplated hereby (on a pro forma basis): (i) Purchaser is and will be at least “well-capitalized” (as that term or any tariffs that MPL may file replacement term therefor is defined from time to time in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Partyregulations applicable to Purchaser’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreementcapital); and (dii) not to file any actionPurchaser meets all capital requirements, protest, complaint standards and ratios required by each state or other action federal bank regulator with the FERC with respect to the Tariffsjurisdiction over Purchaser, including any increased rates based on the inflationary index referred such higher requirement, standard or ratio as applied to in Section 3.12Purchaser by state or federal bank regulator. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 (a) In the event that the FERC takes Purchaser in its sole discretion determines, before or after Closing, to acquire or to establish its authority to acquire, or in the event the Purchaser may be deemed to acquire, securities that will amount to 10% or more of the issued and outstanding shares of any adverse action with respect class of securities whose acquisition is or may be subject to regulatory approval, Purchaser may seek approvals (to the Tariffs extent required) and written confirmation that it shall not thereby be deemed to “control” the Corporation or any tariffs Subsidiary after the Closing, from the Federal Reserve for purposes of the Change in Bank Control Act or Sections 3 or 4 of the BHC Act and from the Department under Sections 700-711 and/or 3700-3707, as applicable, of the California Financial Code or other applicable provisions of California law (“California CIBC Law”) (each a “Non-Control Determination”); provided, however, that MPL may file (A) nothing in this Agreement shall obligate Purchaser to seek any Non-Control Determination or to purchase shares of the futureCorporation following the consummation of this Transaction in excess of the respective amount that Purchaser determines, in its sole discretion, is reasonably likely to be the maximum number of such Purchased Shares that Purchaser may purchase without risk of being required to obtain a Non-Control Determination; and (B) if Purchaser in its sole discretion seeks one or more Non-Control Determinations, no such Non-Control Determination shall (i) impose any condition or requirement that would reasonably be expected to be materially burdensome to the Purchaser (including any material constraints or restrictions on the Purchaser’s current business or investments), or (ii) impose any restraint or condition on any limited partner of the Purchaser (including a requirement to file any application or notice under the BHC Act, the Change in Bank Control Act or any other federal or state banking law) (each case a “Burdensome Condition”); and provided further that negatively affects the rights or obligations imposition of MPC under a Burdensome Condition in connection with a Non-Control Determination shall constitute a denial of such Non-Control Determination and the Non-Control Determination shall be deemed not received for all purposes in this Agreement, MPL shall diligently defend including but not limited to Section 6.15(b). (b) Each of the TariffsCorporation and the Purchaser agrees to use its commercially reasonable efforts to take all actions and to do all things necessary, including appealing proper or advisable to obtain any such adverse actionauthorizations, consents, orders and approvals of all Governmental Authorities necessary for the Purchaser to purchase the Purchased Shares on the Closing Date on terms consistent with the terms set forth in this Agreement. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until the Purchaser determines to seek receipt of a stay is implemented Non-Control Determination from the Federal Reserve or a final, non-appealable decision is rendered with respect the Department in order to such adverse action. If a final, non-appealable decision is ultimately issued consummate the Transactions contemplated by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate Purchaser will (i) promptly, and in good faith to amend any event within 20 calendar days of this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms submit to the maximum extent permissible under such judgment. In Federal Reserve or the event Department, as applicable, a request for Non-Control Determination, (ii) provide (and, if and as required by the Parties are unable to reach agreement with respect to such an amendment within a reasonable period Federal Reserve or the Department, as applicable, will cause any of time (which shall not be less than thirty (30its general partners, managers, managing members or management companies or other controlling entities, as applicable) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request customary passivity commitments in connection with its applications forrequest to obtain such determination, and (iii) promptly provide to the processing ofCorporation copies of the public portion of all requests and applications, any necessary certificatesif any, approvals filed with the Federal Reserve or Department in connection with the transactions contemplated by this Agreement, and authorizations of any applicable Governmental Authorities; (b) at all times correspondence to and from the Federal Reserve and Department, as applicable, relating to such requests and applications. The Corporation will, and will cause its Affiliates to, use its commercially reasonable efforts to assist and support the Tariffs specified Purchaser’s efforts to obtain a Non-Control Determination in this Agreement as a rate that MPC has agreed the event the Purchaser determines to pay; seek such determination. (c) Purchaser hereby agrees that it shall not seek to “control” or exercise a controlling influence over the Corporation or the Bank, for purposes of the BHC Act, and, to the extent that and for so long as Purchaser may be bound by a “passivity,” “non-control” or similar agreement required by the Federal Reserve in connection with a Non-Control Determination (a “Non-Control Agreement”), Purchaser shall not take any action the taking of which is prohibited by any such Non-Control Agreement. Without limiting the generality of the foregoing, the Purchaser agrees that (i) no officer, director, partner, agent or other representative of Purchaser shall seek or accept representation on the board of directors of the Corporation or any of its Subsidiaries unless nominated by Corporation’s board of directors, and (ii) the Purchaser shall not directly or indirectly take any action that indicates propose a lack director or slate of support for directors in opposition to a nominee or slate of nominees proposed by management or the Tariffs at board of directors of the terms agreed to by MPC in this Agreement; and Corporation. (d) not The Corporation shall use its diligent efforts to file any actionobtain and deliver to Purchaser certificates from (i) the Federal Deposit Insurance Corporation (the “FDIC”) confirming that the Bank’s deposits are currently insured by the FDIC, protest(ii) the Board of Governors of the Federal Reserve System (the “Federal Reserve”), complaint or other action with certifying that Corporation is a registered bank holding company, and (iii) the FERC with respect to California Department of Financial Regulation (the Tariffs, including any increased rates based on “Department”) certifying that the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System Bank is duly authorized as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreementcommercial bank under California law. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In the event that the FERC takes any adverse action with respect to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) The Company shall promptly prepare and file with the SEC the Proxy Statement and Parent shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use its reasonable best efforts to take all have the S-4 declared effective under the Securities Act as promptly as practicable after such actions and do all such things as MPL shall reasonably request in connection with its applications forfiling, and the processing ofCompany shall thereafter mail the Proxy Statement to its stockholders. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, any necessary certificatesto effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of any applicable all third parties and Governmental Authorities; (b) at all times Entities which are necessary or advisable to support consummate the Tariffs specified in transactions contemplated by this Agreement (including without limitation the Merger). The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as a rate that MPC has agreed to pay; (c) not directly the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or indirectly take written materials submitted to, any action that indicates a lack of support for third party or any Governmental Entity in connection with the Tariffs at the terms agreed to transactions contemplated by MPC in this Agreement; . In exercising the foregoing right, each of the parties hereto shall act reasonably and (d) not to file any action, protest, complaint or as promptly as practicable. The parties hereto agree that they will consult with each other action with the FERC with respect to the Tariffsobtaining of all permits, including any increased rates based on consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the inflationary index referred transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to in Section 3.12completion of the transactions contemplated herein. 9.3 The Parties acknowledge (c) Parent and agree that MPL operates the Pipeline System Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as a common carriermay be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided other transactions contemplated by MPL pursuant to this Agreement. 9.4 In carrying out (d) Parent and the Company shall promptly furnish each other with copies of written communications received by Parent or the Company, as the case may be, or any of their respective Subsidiaries, Affiliates or Associates (as such terms and provisions are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the Parties shall comply with all present and future Applicable Laws of foregoing to, any Governmental Authority having jurisdictionEntity in respect of the transactions contemplated hereby.

Regulatory Matters. 9.1 In (a) The Purchaser shall be responsible for all governmental filings and regulatory actions (including, without limitation, drug safety database updates and maintenance) after the event that Effective Date in accordance with the FERC takes Pharmacovigilance Agreement it will enter into with Orion. Seller will provide such information and cooperation as may be reasonably be requested by Purchaser in connection with the foregoing (including, but not limited to, by providing such information as may be required by Purchaser for any adverse action Annual Report to be submitted to the FDA with respect to the Tariffs Product. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (b) Seller may (at its expense) make and retain one (1) electronic copy and photocopy of NDA #20-497 and one (1) copy of other Product Filings for internal archival purposes and for purposes of defending itself in any litigation (which copies shall not be deemed to confer upon Seller any implied licenses, and shall be Purchaser’s Confidential Information). (c) Without prejudice to what has been agreed between the Parties in this Agreement, if Seller requires access to certain portions of NDA #20-497 and the Product Filings for legal or regulatory purposes (“Seller Purposes”), then upon Seller’s written request, Purchaser shall make such portions available to Seller solely for such Seller Purposes on a temporary basis at a reasonable time and at Purchaser’s facilities. Seller may (at its expense) make and retain copies (in electronic and/or paper copy format) of such portions of NDA #20-497 and the Product Filings and use such copies solely for Seller Purposes. Any such copies of NDA #20-497 or the Product Filings shall be Confidential Information of Purchaser. (d) If (i) the FDA, or equivalent regulatory authority outside the USA (each, a “Regulatory Authority”), requires access to certain portions of NDA #20-497 and the Product Filings or their counterparts outside the USA for legal or regulatory purposes of the Party that does not own such items, or (ii) either Party requires access to certain portions of NDA #20-497 and the Product Filings or their counterparts outside the USA for legal or regulatory purposes of the Party that does not own such items, including, without limitation, for making patent-related submissions, then, in either of (i) or (ii), Seller or Purchaser (as applicable), shall cooperate with such Regulatory Authority or the other Party and make such portions available to the Regulatory Authority or the other Party solely for such purpose on a temporary basis at a reasonable time and at Seller’s or Purchaser’s facilities. (e) The Parties shall cooperate and work together to ensure that the attorney-client privilege is preserved with respect to any tariffs that MPL may file documents in NDA #20-497 and the futureProduct Filings, in each case that negatively affects are subject to such privilege (and any other documents, information, or materials that are subject to such privilege and may be transferred from or disclosed by one Party to the rights or obligations of MPC other under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment). In addition, the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrierany discovery by or disclosure to Purchaser of documents, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws information or materials that are not related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this AgreementPurchased Assets is inadvertent. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 9.1. PACIFIC shall be responsible for obtaining and keeping in effect all FCC, state regulatory commission, franchise authority and other regulatory approvals that may be required in connection with the performance of its obligations under this Agreement. CLEC shall be responsible for obtaining and keeping in effect all FCC, state regulatory commission, franchise authority and other regulatory approvals that may be required in connection with its obligations under this Agreement, and with its offering of services to CLEC Customers contemplated by this Agreement. CLEC shall reasonably cooperate with PACIFIC in obtaining and maintaining any required approvals for which PACIFIC is responsible, and PACIFIC shall reasonably cooperate with CLEC in obtaining and maintaining any required approvals for which CLEC is responsible. 9.2. To the extent that PACIFIC is required by any Governmental Authority to file a tariff or make another similar filing in connection with the performance of any action that would otherwise be governed by this Agreement, the terms of this Agreement shall control, unless this Agreement links a term, condition or price in this Agreement to a specific tariff, in which case the terms of the tariff as modified from time to time will apply. If, subsequent to the effective date of any tariff incorporated by reference into this Agreement, PACIFIC is ordered not to file tariffs with the state regulatory commission or the FCC, or is permitted not to file tariffs (and elects not to do so), either generally or for specific Network Elements, Ancillary Functions, Combinations, Local Services or other services provided hereunder, the terms and conditions of such tariffs as of the date on which the requirement to file such tariffs was lifted shall, to the degree not inconsistent with this Agreement, be deemed incorporated in this Agreement by reference. 9.3. In the event that the FERC takes any adverse final and nonappealable legislative, regulatory, judicial or other legal action with respect to the Tariffs renders this Agreement or any tariffs that MPL may file in the futureAttachment hereto inoperable, in each case that negatively materially affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions material terms of this Agreement, then or materially affects the Parties shall negotiate in good faith ability of CLEC or PACIFIC to amend perform any material terms of this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time Agreement, CLEC or PACIFIC may, on thirty (which shall 30) days written notice (delivered not be less later than thirty (30) Daysdays following the date on which such action has become legally binding and has otherwise become final and nonappealable) after the issuance of require that such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications forterms be renegotiated, and the processing ofParties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, any necessary certificatesthe dispute shall be referred to the Alternative Dispute Resolution procedures set forth in Section 17 and Attachment 3. 9.4. Pursuant to the Decision (at 11-12), approvals and authorizations unless the Parties voluntarily agree otherwise, all terms of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall will be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreementmodification based on future Commission decisions. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) Promptly after the event that date of this Agreement, Buyer and AMNB shall prepare and shall file with the FERC takes any adverse action SEC the Proxy Statement/Prospectus and Buyer shall file with the SEC a registration statement on Form S-4 with respect to the Tariffs or any tariffs that MPL may file issuance of Buyer Common Stock in the futureMerger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to AMNB shareholders at the AMNB Meeting. Such proxy materials shall also constitute a prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement/prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”). Buyer and AMNB agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other party and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement/Prospectus. Each of Buyer and AMNB shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and AMNB shall thereafter mail or deliver the Proxy Statement/Prospectus to its shareholders as promptly as practical after the Registration Statement is declared effective under the Securities Act. Buyer shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and AMNB shall furnish all information concerning AMNB and the holders of AMNB Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, orders, approvals, waivers, non-objections and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Mergers), and to comply with the terms and conditions of all such permits, consents, orders, approvals, waivers, non-objections and authorizations of all such Governmental Entities. Buyer and AMNB shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect subject to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory applicable laws relating to the provisions exchange of this Agreementinformation, then all the Parties shall negotiate information which appears in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgmentfiling made with, then either Party may terminate this Agreement upon or written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request materials submitted to, any third party or any Governmental Entity in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to transactions contemplated by MPC in this Agreement; provided, that AMNB shall not have the right to review portions of material filed by Buyer or Buyer Bank with a Governmental Entity that contain competitively sensitive business information or confidential supervisory information, in which case, to the extent reasonably practicable, the Buyer or Buyer Bank will make appropriate substitute disclosure arrangements to AMNB. In exercising the foregoing right, each of the parties hereto shall act reasonably and (d) not to file any action, protest, complaint or as promptly as practicable. The parties hereto agree that they will consult with each other action with the FERC with respect to the Tariffsobtaining of all permits, including any increased rates based on consents, orders, approvals, waivers, non-objections and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge transactions contemplated by this Agreement and agree that MPL operates each party will keep the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions other apprised of the Tariffs shall apply status of matters relating to completion of the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of transactions contemplated herein. As used in this Agreement, the Parties term “Requisite Regulatory Approvals” shall comply with mean all present regulatory authorizations, consents, permits, waivers, non-objections, orders and future Applicable Laws approvals (and the expiration or termination of any Governmental Authority having jurisdictionall statutory waiting periods in respect thereof) (i) from the Federal Reserve Board and the BFI of the VSCC, and (ii) set forth in Section 3.5 or Section 4.5 that are necessary to consummate the transactions contemplated by this Agreement (including the Mergers) or those the failure of which to be obtained would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Buyer, the Surviving Corporation or the Surviving Bank following the Effective Time.

Regulatory Matters. 9.1 The Mortgage Notes Indenture Trustee, on behalf of the Lenders, acknowledges and agrees that: (a) At such time as any Grantor becomes subject to the jurisdiction of the Gaming Authorities as a licensee or registered company under the Gaming Laws (or prior to such time in furtherance of any Grantor's application to become a licensee or registered company under the Gaming Laws), the pledge of any Pledged Stock or other equity securities issued by such Grantor ("Pledged Gaming Stock") under this Agreement will require the approval of the Gaming Authorities in order to remain effective. (b) In the event that the FERC takes any adverse action a Secured Party exercises a remedy set forth in this Agreement with respect to any Pledged Gaming Stock, that is a foreclosure, transfer of a possessory security interest in such Collateral, the Tariffs exercise of voting and consensual rights with respect thereto afforded hereunder and/or re-registration of such Collateral, such exercise of remedies would be deemed a separate transfer of such Collateral and would require the separate and prior approval of the Gaming Authorities pursuant to applicable Gaming Laws as in effect on the date hereof and the licensing of such Secured Party or any tariffs other transferee, unless such licensing requirement is waived by the Gaming Authorities. (c) In the event that MPL may file after a Secured Party exercises a remedy set forth in this Agreement with respect to Collateral consisting of gaming devices, cashless wagering systems and associated equipment (as those terms are defined in the futureGaming Laws) a transfer, sale, distribution, or other disposition of such Collateral occurs (separate from any foreclosure action by a Secured Party unless such Secured Party utilizes such Collateral for gaming purposes), such transfer, sale, distribution, or other disposition of such Collateral would require the separate and prior approval of the Gaming Authorities pursuant to applicable Gaming Laws as in each case that negatively affects effect on the rights date hereof or obligations the licensing of MPC under this Agreement, MPL shall diligently defend such Secured Party or other transferee. (d) The approval by the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under applicable Gaming Authorities of this Agreement shall not act or be suspended until construed as the approval, either express or implied, for a stay Secured Party to take any actions or steps provided for in this Agreement for which prior approval of the Gaming Authorities is implemented or a finalrequired, non-appealable decision is rendered with respect to without first obtaining such adverse action. If a final, non-appealable decision is ultimately issued by prior and separate approval of the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory applicable Gaming Authorities to the provisions extent then required applicable Gaming Laws. (e) The physical location of this Agreement, then all certificates evidencing Pledged Gaming Stock shall at all times remain within the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain territory of the protections and structures reflected by its current terms State of Nevada at a location designated to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance Gaming Authorities, and each of such final judgment, then either Party may terminate this Agreement certificates shall be made available for inspection by agents of the Gaming Authorities immediately upon written notice request during normal business hours. Neither the Mortgage Notes Indenture Trustee nor any agent of the Mortgage Notes Indenture Trustee shall surrender possession of the Pledged Gaming Stock to any Person other than the other PartyGrantor pledging such Pledged Gaming Stock without the prior approval of the Gaming Authorities or as otherwise permitted by applicable Gaming Laws. 9.2 MPC hereby agrees: (af) to take all such actions and do all such things as MPL It shall reasonably request cooperate with the Gaming Authorities in connection with its applications forthe administration of their regulatory jurisdiction over certain of the Grantors, including, without limitation, through the provision of such documents or other information as may be requested by the Gaming Authorities relating to the Mortgage Notes Indenture Trustee, the Holders or such Grantors. (g) The Mortgage Notes Indenture Trustee, the Holders and their respective assignees are subject to being called forward by the processing ofGaming Authorities, any necessary certificatesin their discretion, approvals and authorizations for licensing or a finding of any applicable Governmental Authorities; (b) at all times suitability in order to support remain entitled to the Tariffs specified in benefits of this Agreement as a rate that MPC has agreed it relates to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12Pledged Gaming Stock. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In the event that the FERC takes any adverse action with respect to the Tariffs or any tariffs that MPL may file in the future(a) Parent and each of its Subsidiaries hold (i) all material approvals, in each case that negatively affects the rights or obligations of MPC under this Agreementauthorizations, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately certificates and licenses issued by the FERC State Regulators that are required for Parent and confirmed each of its Subsidiaries to conduct its business as presently conducted and (ii) all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to Parent or any of its Subsidiaries by a court having final authority Governmental Entity that are required for Parent and each of its Subsidiaries to conduct its business, as presently conducted (clause (i) and (ii) collectively, the “Parent Licenses”). (b) Each Parent License is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified, except where the failure to be in full force and effect, or the suspension, revocation, cancellation or modification of which would not reasonably be expected to result in, individually or in the matter aggregate, a Parent Material Adverse Effect. No Parent License is subject to (i) any conditions or requirements that requires MPL have not been imposed generally upon licenses in the same service, unless such conditions or requirements would not reasonably be expected to amend result in, individually or in the Tariffs aggregate, a Parent Material Adverse Effect, or (ii) any pending regulatory proceeding or judicial review before a Governmental Entity, unless such pending regulatory proceeding or judicial review would not reasonably be expected to result in, individually or in the aggregate, a manner Parent Material Adverse Effect. To the Knowledge of Parent, there has been no event, condition or circumstance that is fundamentally contradictory would preclude any Parent License from being renewed in the ordinary course (to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any extent that such judgment and to retain the protections and structures reflected Parent License is renewable by its current terms terms), except where the failure to be renewed would not reasonably be expected to result in, individually or in the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement aggregate, a Parent Material Adverse Effect. (c) The licensee of each Parent License is in compliance with each Parent License and has fulfilled and performed all of its obligations with respect to such an amendment within a reasonable period thereto, including all reports, notifications and applications required by the rules, regulations, policies, instructions and orders of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications forState Regulators, and the processing ofpayment of all regulatory fees and contributions, any necessary certificatesexcept (i) for exemptions, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly waivers or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; similar concessions or allowances and (dii) where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions would not reasonably be expected to file any actionresult in, protestindividually or in the aggregate, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12a Parent Material Adverse Effect. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In i. The Offering Statement has become qualified, and the event that Company will file the FERC takes any adverse action with respect Final Offering Circular, subject to the Tariffs prior approval of the Selling Agent, pursuant to Rule 253 of Regulation A, within the prescribed time period and will provide a copy of such filing to the Selling Agent promptly following such filing. ii. The Company will not, during such period as the Final Offering Circular would be required by law to be delivered in connection with sales of the Shares in the Offering (whether physically or through compliance with Rules 251 and 254 under the Securities Act or any tariffs that MPL may similar rule(s)), file in the future, in each case that negatively affects the rights any amendment or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory supplement to the provisions of this Agreement, then Offering Statement or the Parties Final Offering Circular unless a copy thereof shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms first have been submitted to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment Selling Agent within a reasonable period of time (which prior to the filing thereof and the Selling Agent shall not be less than thirty have reasonably objected thereto in good faith. iii. The Company will notify the Selling Agent promptly, and will, if requested, confirm such notification in writing: (301) Dayswhen any amendment to the Offering Statement is filed; (2) after of any request by the Commission for any amendments to the Offering Statement or any amendment or supplements to the Final Offering Circular or for additional information; (3) of the issuance by the Commission of such final judgmentany stop order preventing or suspending the qualification of the Offering Statement or the Final Offering Circular, then either Party may terminate this Agreement upon written notice or the initiation of any proceedings for that purpose or the threat thereof; (4) of becoming aware of the occurrence of any event that in the judgment of the Company makes any statement made in the Offering Statement, the Preliminary Offering Circular, or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, or the Final Offering Circular in order to make the other Party. 9.2 MPC hereby agrees: statements therein, in light of the circumstances in which they are made, not misleading; and (a5) of receipt by the Company of any notification with respect to take all such actions any suspension of the qualification or exemption from registration of the Shares for offer and do all such things as MPL sale in any jurisdiction. If at any time the Commission shall reasonably request issue any order suspending the qualification of the Offering Statement in connection with the offering contemplated hereby or in connection with sales of Common Stock pursuant to market making activities by the Selling Agent, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Offering Statement, it will use its applications forbest efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to Regulation A, the Securities Act and the processing of, Rules and Regulations and to notify the Selling Agent promptly of all such filings. iv. If at any necessary certificates, approvals and authorizations time following the distribution of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement Testing-the-Waters Communication there occurred or occurs an event or development as a rate result of which such Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that MPC subsequent time, not misleading, the Company has agreed or will promptly notify the Selling Agent in writing and has or will promptly amend or supplement, at its own expense, such Testing-the-Waters Communication to pay; (c) eliminate or correct such untrue statement or omission. v. The Company will not at any time, directly or indirectly indirectly, take any action that indicates a lack intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of support for the Tariffs at price of the terms agreed Shares to by MPC in this Agreement; and (d) not to file facilitate the sale or resale of any action, protest, complaint or other action with of the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12Shares. 9.3 The Parties acknowledge and agree that MPL operates vi. On or before the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions Closing Date of this Agreement, the Parties Selling Agent shall comply with all present and future Applicable Laws have received clearance from FINRA as to the amount of any Governmental Authority having jurisdictioncompensation allowable or payable to the Selling Agent as described in the Offering Statement.

Regulatory Matters. 9.1 8.1. NEVADA shall be responsible for obtaining and keeping in effect all FCC, state regulatory commission, franchise authority and other regulatory approvals that may be required in connection with the performance of its obligations under this Agreement. CLEC shall be responsible for obtaining and keeping in effect all FCC, state regulatory commission, franchise authority and other regulatory approvals that may be required in connection with its obligations under this Agreement, and with its offering of services to CLEC Customers contemplated by this Agreement. CLEC shall reasonably cooperate with NEVADA in obtaining and maintaining any required approvals for which NEVADA is responsible, and NEVADA shall reasonably cooperate with CLEC in obtaining and maintaining any required approvals for which CLEC is responsible. 8.2. To the extent that NEVADA is required by any Governmental Authority to file a tariff or make another similar filing in connection with the performance of any action that would otherwise be governed by this Agreement, the terms of this Agreement shall control, unless this Agreement links a term, condition or price in this Agreement to a specific tariff, in which case the terms of the tariff as modified from time to time will apply. If, subsequent to the effective date of any tariff incorporated by reference into this Agreement, NEVADA is ordered not to file tariffs with the state regulatory commission or the FCC, or is permitted not to file tariffs (and elects not to do so), either generally or for specific Network Elements, Ancillary Functions, Combinations, Local Services or other services provided hereunder, the terms and conditions of such tariffs as of the date on which the requirement to file such tariffs was lifted shall, to the degree not inconsistent with this Agreement, be deemed incorporated in this Agreement by reference. 8.3. In the event that the FERC takes any adverse final and nonappealable legislative, regulatory, judicial or other legal action with respect to the Tariffs renders this Agreement or any tariffs that MPL may file in the futureAttachment hereto inoperable, in each case that negatively materially affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions material terms of this Agreement, then or materially affects the Parties shall negotiate in good faith ability of CLEC or NEVADA to amend perform any material terms of this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time Agreement, CLEC or NEVADA may, on thirty (which shall 30) days written notice (delivered not be less later than thirty (30) Daysdays following the date on which such action has become legally binding and has otherwise become final and nonappealable) after the issuance of require that such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications forterms be renegotiated, and the processing ofParties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect dispute shall be referred to the Tariffs, including any increased rates based on the inflationary index referred to Alternative Dispute Resolution procedures set forth in Section 3.1216 and Attachment 3. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) JPPLP will have control over, and authority and responsibility for, the event that regulatory strategies relating to the FERC takes development and commercialization of all Itraconazole Products. JPPLP shall monitor and coordinate all regulatory actions, communications and filings with and submissions to (including but not limited to any adverse action supplements and amendments thereof) any Regulatory Authority with respect to any Itraconazole Product. JPPLP shall be responsible for interfacing, corresponding and meeting with all Regulatory Authorities with respect to any Itraconazole Product. JPPLP shall bear all costs relating to such regulatory filings and submission. (b) Notwithstanding the provisions of Section 9.1(a) above, with respect to the Tariffs first NDA (or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs its foreign equivalent) in a manner that is fundamentally contradictory Major Market Country, after its assignment by Barrier to the provisions of this AgreementJPPLP, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than at least thirty (30) Daysdays in advance, JPPLP shall notify Barrier of any material meeting with the Regulatory Authority which is for the purpose of obtaining Regulatory Approval of an Itraconazole Product and Barrier may elect to send one person reasonably acceptable to JPPLP to participate as an observer (at Barrier's sole cost and expense) after in such meeting. JPPLP shall provide Barrier with drafts of any material documents or correspondence pertaining to such NDA (or its foreign equivalent) and prepared for submission to the issuance Regulatory Authority sufficiently in advance of submission so that Barrier may review and comment on the substance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL material documents or correspondence. JPPLP shall reasonably request in connection promptly provide Barrier with its applications for, and the processing of, any necessary certificates, approvals and authorizations copies of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint material documents or other action with correspondence received from the FERC with respect Regulatory Authority pertaining to the Tariffssuch NDA (or its foreign equivalent). JPPLP agrees to consider Barrier's comments in good faith, including any increased rates based on the inflationary index referred to in Section 3.12however, JPPLP shall not be bound thereby. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (i) There are no pending, or to the event Knowledge of Seller, threatened disputes or controversies (including with respect to capital requirements) as of the date hereof between Seller or any of its Affiliates and any Governmental Authority (or any capital plan, supervisory agreement or order with any Governmental Authority entered into or binding upon Seller or any of its Affiliates) that (i) would reasonably be expected to prevent Seller from being able to perform its obligations under this Agreement or (ii) would reasonably be expected to impair the FERC takes validity or consummation of this Agreement or the transactions contemplated hereby. As of the date hereof, (x) Seller has not received any adverse action notice in writing from any Governmental Authority indicating that such Governmental Authority would oppose or not timely grant or issue its consent or approval, if requested, with respect to the Tariffs transactions contemplated hereby, and (y) Seller has no reason to believe that, if requested, any Governmental Authority required to approve the transactions contemplated hereby would oppose or not grant or issue its consent or approval. (ii) Seller was rated at least satisfactory following its most recent CRA examination by the regulatory agency responsible for its supervision prior to the date hereof. Neither Parent nor Seller has received any written notice prior to the date hereof of any planned or threatened objection by any banking community group to the transactions contemplated hereby. (iii) As of the date hereof: (i) Seller is and will be at least “well-capitalized” (as that term or any tariffs that MPL may file replacement term therefor is defined from time to time in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Partyregulations applicable to Seller’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreementcapital); and (dii) not to file any actionSeller meets all capital requirements, protest, complaint standards and ratios required by each state or other action federal bank regulator with the FERC with respect to the Tariffsjurisdiction over Seller, including any increased rates based on the inflationary index referred such higher requirement, standard or ratio as applied to in Section 3.12Seller by state or federal bank regulator. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In 7.2.1 As between the event that Parties, Lilly shall be responsible for holding and applying for any Regulatory Approvals or XXXx. 7.2.2 Lilly (or one of its Affiliates or Sublicensees) shall be responsible, and act as the FERC takes any adverse action sole point of contact, for communications with regulatory authorities in connection with the development, commercialization, and manufacturing of Products. During the Development Term and thereafter, Immunocore shall not initiate, with respect to the Tariffs any Research Plan Compounds or Product, any tariffs that MPL may file meetings or contact with regulatory authorities without Lilly’s prior written consent unless such contact or response is required for Immunocore to comply with its obligations to regulatory authorities; provided, that, in the future, in each case that negatively affects the rights or obligations event of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If required contact or response, Immunocore shall provide only such information as is necessary to comply with its legal obligations and shall promptly update Lilly regarding any such adverse action is not stayed pending appealinteractions. To the extent Immunocore receives any written or oral communication from any regulatory authority relating to any Research Plan Compounds or Product, each Party’s obligations under this Agreement Immunocore shall be suspended until (a) refer such regulatory authority to Lilly, and (b) as soon as reasonably practicable (but in any event within [***]), notify Lilly and provide Lilly with a stay is implemented or copy of any written communication received by Immunocore or, if applicable, complete and accurate minutes of such oral communication. At the request of Lilly, Immunocore shall make available to Lilly, [***], a finalqualified representative who shall, non-appealable decision is rendered together with the representatives of Lilly, participate in and contribute to meetings with the regulatory authorities with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory regulatory matters relating to the provisions of this AgreementResearch Plan Compounds, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgmentImmTACs generally, then either Party may terminate this Agreement upon written notice to the other PartyLicensed Intellectual Property or Reserved Activities. 9.2 MPC hereby agrees: 7.2.3 Prior to receipt of Regulatory Approval for a given Joint Selected Candidate (or a Product containing a Joint Selected Candidate): (a) to take all the extent that Lilly (or one of its Affiliates or Sublicensees) has any material communications with any regulatory [***] relating to any Joint Selected Candidate (or a Product containing a Joint Selected Candidate), Lilly shall provide a copy of such actions and do all such things communication to Immunocore as MPL shall soon as reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authoritiespossible; and (b) at all times Immunocore shall be entitled to support have a single representative attend[***], material and scheduled meetings, including material and scheduled oral discussions, with regulatory authorities [***] relating to any Joint Selected Candidate (or a Product containing a Joint Selected Candidate). For clarity, the Tariffs specified Parties’ respective rights and obligations under this Clause 7.2.3 shall expire upon receipt of first Regulatory Approval for such Joint Selected Candidate (or a Product containing a Joint Selected Candidate). 7.2.4 Notwithstanding the foregoing, Immunocore shall provide such assistance as may reasonably be requested by Lilly relating regulatory matters (including preparation and filing for any INDs and XXXx and obtaining and maintaining Regulatory Approvals). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. 7.2.5 Nothing in this Agreement as a rate that MPC has agreed Clause 7.2 shall require Immunocore to pay; (c) not directly or indirectly take breach its obligations to any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12regulatory authority under Applicable Law. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In All Permits from, approvals of, or declarations or filings with, and all expirations of waiting periods imposed by, any Governmental or Regulatory Authority (all of the event that foregoing, "Consents") which are necessary for the FERC takes any adverse action with respect consummation of the transactions contemplated hereby, other than Consents the failure to obtain which would have no Material Adverse Effect on the Tariffs consummation of the transactions contemplated hereby and no Material Adverse Effect on Parent, S WEST or any tariffs that MPL may file Global, shall have been filed, have occurred or have been obtained in form and under terms and conditions acceptable to U S WEST and Global (all such Permits, approvals, declarations, filings and expiration or lapse of all such waiting periods being referred to as the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any "Required Regulatory Approvals") and all such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement Required Regulatory Approvals shall be suspended until in full force and effect; provided, however, that a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which Required Regulatory Approval shall not be less than thirty (30) Days) after deemed to have been obtained if the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request period for review or reconsideration thereof has not expired or if in connection with its applications for, and the processing of, grant thereof there shall have been an imposition by any necessary certificates, approvals and authorizations Governmental or Regulatory Authority of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not condition, requirement, restriction or change of regulation, or any other action directly or indirectly take related to such grant taken by such Governmental or Regulatory Authority, which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby or have a material adverse effect on the consummation of the transaction contemplated hereby or a Material Adverse Effect on Parent, Global and its Subsidiaries, taken as a whole, or U S WEST; and provided further, however, that (A) the imposition of conditions by any action that indicates Governmental or Regulatory Authority relating to Section 271 Compliance, such as a lack restriction on the provision of support for certain services by any Party, or (B) the Tariffs at withholding of approval by any Governmental or Regulatory Authority pending the terms agreed completion of actions required of any Party to by MPC eliminate or resolve any regulatory problems (including, without limitation, any problems regarding Section 271 Compliance), shall not in and of itself be deemed to result in the failure to satisfy the condition set forth in this Agreement; and subsection (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.);

Regulatory Matters. 9.1 In (a) Each Stockholder shall, and shall use its reasonable best efforts to cause its Affiliates to, use their reasonable best efforts, consistent with the event time frames set forth in Section 6.2 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable Laws that are required or advisable as a result of, or pursuant to, the FERC takes Merger Agreement and the related financings and transactions, including, without limitation, all information required or requested to be provided to antitrust, financial or national security regulatory authorities (collectively, the “Regulatory Filings” and such disclosure, the, “Regulatory Disclosures”). Parent or the Company shall not file any adverse action Regulatory Filings that contain information with respect to any Stockholder or its Affiliates without first providing such Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by such Stockholder and its counsel. (b) Each Stockholder represents, warrants and covenants to Parent and to the Tariffs Company that, to such Stockholder’s knowledge none of the information supplied in writing by such Stockholder specifically for inclusion or incorporation by reference in the Regulatory Disclosures will contain a material misstatement of fact or a material omission of fact necessary to make the information provided not misleading. (c) Notwithstanding the foregoing or anything to the contrary in this Agreement, none of the provisions of this Agreement shall be construed as requiring any Stockholder to (i) make available to Parent any of its internal investment committee materials or analyses or, other than Regulatory Disclosures, any information which such Stockholder considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality; and (ii) with respect to any Regulatory Disclosures, provide, or cause to be provided or agree or commit to provide (A) information where the sharing of such information as contemplated would be prohibited by applicable Laws applicable to it or its Affiliates or any tariffs Order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition applicable to or imposed upon it or its Affiliates; or (B) any non-public information with respect to it or any of its Affiliates other than of the type or to the extent the Stockholders and/or its Affiliates have previously provided to Governmental Authorities in prior transactions under substantially similar standards of confidentiality. Each Stockholder may designate any Regulatory Disclosures that MPL contain sensitive, legally privileged, or confidential information in respect of such Stockholder or any of its Affiliates as exclusive to such Stockholder, and such Stockholder may file provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. (d) Each Stockholder agrees to permit the Company to publish and disclose in a Rule 13e-3 Transaction Statement on Schedule 13e-3, which will include the futureInformation Statement as an exhibit (including all documents filed with the SEC in accordance therewith), in each case that negatively affects such Person’s identity and beneficial ownership of Covered Shares or other equity securities of the rights or obligations Company and the nature of MPC such Person’s commitments, arrangements and understandings under this Agreement, MPL shall diligently defend in each case, if the TariffsCompany or Parent reasonably determines it is required by applicable Law or the SEC (or its staff); provided, including appealing any that the Company has provided such adverse action. If any such adverse action is not stayed pending appealStockholder and its, each Party’s obligations under this Agreement shall be suspended until his or her counsel with a stay is implemented reasonable opportunity to review and comment on the foregoing documents and given due consideration to all reasonable additions, deletions or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory changes suggested thereto to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any extent such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within Stockholder is a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL filer pursuant to this AgreementSchedule 13e-3. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In the event that the FERC takes any adverse action with respect to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, Regulatory activities will be jointly carried out by the Parties and the processing ofProject Team under the guidance of the JDC in accordance with this Section 3.3.1. The Party responsible for regulatory activities under this Section 3.3.1 will be responsible for keeping the Project Team apprised as to the status of such activities and consulting with the Project Team as provided herein and the Project Team will be responsible for keeping the JDC apprised as to the status of such activities and consulting with the JDC as provided herein. All regulatory activities will be conducted using [***] standard regulatory operating procedures and systems. [***] = Certain confidential information contained in this document, any necessary certificatesmarked by brackets, approvals has been omitted and authorizations filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of any applicable Governmental Authorities; the Securities Exchange Act of 1934, as amended. Table of Contents (b) at all times All Regulatory Filings and Regulatory Approvals that relate to support the Tariffs specified Shared Products shall be filed by and held in this Agreement the name of [***] or its designated Affiliates, except that: (i) [***] shall initially hold the [***] CTAs submitted for the first Shared Product for beta-thalassemia to Regulatory Authorities in the [***] in the name of [***] or its designated Affiliates, and, unless the JDC otherwise determines that the transfer of such CTAs to [***] as provided herein [***], shall initiate transfer of such CTAs to [***] within [***] days after approval or rejection of such CTAs in any [***], and thereafter, unless otherwise agreed by the Parties in writing, such CTAs, and any subsequent CTA for a rate that MPC has agreed to payShared Product, shall be held in the name of [***] or its designated Affiliate and [***] shall be the sponsor for the Initial Clinical Trials; (cii) not directly or indirectly take any action that indicates a lack of support [***] shall initially hold the first IND submitted for the Tariffs at first Shared Product to the terms FDA in the name of [***] or its designated Affiliates, and, unless the JDC otherwise determines that the transfer of such IND to [***] as provided herein [***], shall initiate transfer of such IND to [***] no later than [***] after such IND becomes effective or the FDA places a hold on such IND (the “IND Transfer Date”), and thereafter, unless otherwise agreed to by MPC the Parties in this Agreementwriting, such IND, and any subsequent IND for a Shared Product, shall be held in the name of [***] or its designated Affiliate; and (diii) not to file any action, protest, complaint [***] or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrierits designated Affiliate, and MPC’s rights thereafter [***] or its designated Affiliate. Each Party agrees to take such further actions as a shipper on may be reasonably necessary to effect the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelinestransfers set forth in this Section 3.3.1(b). The terms Project Team will oversee, monitor and provisions of manage the Tariffs shall apply to the services provided transfers contemplated by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of Section 3.3.1(b). A transfer initiated under this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.Section 3.3.1

Regulatory Matters. 9.1 In (a) Parent and the event that Company shall promptly prepare and file with the FERC takes any adverse action SEC the Joint Information Statement/Proxy Statement and Parent shall promptly prepare and file with respect to the Tariffs or any tariffs that MPL may file in SEC the futureS-4 (not later than 60 days following the date of this Agreement), in each case that negatively affects which the rights or obligations Joint Information Statement/Proxy Statement will be included as a prospectus. Each of MPC Parent and the Company shall use its commercially reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement, MPL and Parent and the Company shall diligently defend thereafter as promptly as practicable mail or deliver the TariffsJoint Information Statement/Proxy Statement to their respective stockholders or shareholders (as applicable); provided, including appealing any however, that Parent may in its sole discretion determine that, in lieu of filing with the SEC the Joint Information Statement/Proxy Statement, (i) Parent shall file with the SEC a written information statement in definitive form of the type contemplated by Rule 14c-2 promulgated under the Exchange Act relating to the adoption of the Merger Agreement by Parent’s stockholders (the “Information Statement”) (it being understood that in such adverse action. If any such adverse action is not stayed pending appealcase, each Partythe Information Statement, rather than the Joint Information Statement/Proxy Statement, shall be mailed or delivered to the stockholders of Parent pursuant to this Section 6.1(a)) and (ii) the Company shall file with the SEC a proxy statement in definitive form relating to the meeting of the Company’s obligations under shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) (it being understood that in such case, the Proxy Statement, rather than the Joint Information Statement/Proxy Statement, shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority included in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory S-4 and mailed or delivered to the provisions shareholders of the Company pursuant to this Section 6.1(a)). Parent shall also use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, then and the Parties Company shall negotiate furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in good faith connection with any such action. (b) The parties hereto shall cooperate with each other and use their commercially reasonable efforts to amend promptly prepare and file, or cause to be prepared and filed, all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with any the terms and conditions of all such judgment permits, consents, approvals and to retain authorizations of all such Governmental Entities. Without limiting the protections generality of the foregoing, as soon as practicable and structures reflected by its current terms to the maximum extent permissible under such judgment. In the in no event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less later than thirty (30) Days) business days after the issuance date of this Agreement, Parent and the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required to be filed with any bank regulatory agency in order to obtain the Requisite Regulatory Approvals. Parent and the Company shall each use, and shall each cause their applicable Subsidiaries to use, commercially reasonable efforts to obtain each such final judgmentRequisite Regulatory Approval as promptly as reasonably practicable. Parent and the Company shall have the right to review in advance, then either Party may terminate this Agreement upon written notice and, to the extent practicable, each will consult the other Party. 9.2 MPC hereby agrees: (a) on, in each case subject to take applicable laws relating to the exchange of information, all such actions the information relating to the Company or Parent, as the case may be, and do all such things as MPL shall reasonably request any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with its applications forthe transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the processing ofobtaining of all permits, any necessary certificatesconsents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other in advance of any applicable meeting or conference with any Governmental Authorities; Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. (bc) at all times In furtherance and not in limitation of the foregoing, each of Parent and the Company shall use its commercially reasonable efforts to support avoid the Tariffs specified entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding the foregoing, nothing contained in this Agreement as a rate that MPC has agreed shall be deemed to pay; (c) not directly require Parent or indirectly the Company to take any action (or permit the Company to, without the prior written consent of Parent, take any action), or commit to take any action, or agree to any condition or restriction that indicates would reasonably be expected to have a lack of support for Material Adverse Effect on the Tariffs at Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the terms agreed to by MPC in this Agreement; and Merger (a “Materially Burdensome Regulatory Condition”). (d) not to file any actionParent and the Company shall, protestupon request, complaint furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders or shareholders (as applicable) and such other action matters as may be reasonably necessary or advisable in connection with the FERC Joint Information Statement/Proxy Statement (or, if applicable, the Information Statement and the Proxy Statement), the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with respect to the TariffsMerger, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge Bank Merger and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided other transactions contemplated by MPL pursuant to this Agreement. 9.4 In carrying out (e) To the terms extent permitted by applicable law, Parent and provisions the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed. As used in this Agreement, the Parties “Requisite Regulatory Approvals” shall comply with mean all present regulatory authorizations, consents, orders or approvals from (i) the Federal Reserve Board and future Applicable Laws the OCC and (ii) any other approvals set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, except for any such authorizations, consents, orders or approvals the failure of any Governmental Authority having jurisdictionwhich to be obtained would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.

Regulatory Matters. 9.1 In (a) Without limiting the event that generality of any other provision of this Article 5, Seller and Purchaser agree to use commercially reasonable efforts to (i) assist the FERC takes other parties in the preparation and filing of all forms, notifications, reports and information, if any, required or reasonably deemed advisable pursuant to any adverse action Law, (ii) obtain all Permits as are necessary for the consummation of this Agreement and the transactions contemplated hereby and for Purchaser to carry on the business of the Acquired Companies immediately following the RFS Closing Date and the RFCIL Closing Date, as applicable, and (iii) make on a prompt and timely basis all governmental or regulatory notifications and filings required to be made by it for the consummation of the transactions contemplated hereby. Each party shall promptly advise the other party of any developments with respect to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under foregoing matters. (b) Each party to this Agreement shall shall, upon request, furnish each other party with all information concerning themselves, directors, officers and shareholders and such other matters as may be suspended until a stay is implemented reasonably necessary or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request advisable in connection with its applications forany statement, and the processing offiling, notice or application made by or on behalf of Seller or Purchaser to any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified Authority in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action connection with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided transactions contemplated by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of (c) The parties to this Agreement, the Parties Agreement shall comply with all present and future Applicable Laws of promptly advise each other upon receiving any communication from any Governmental Authority having jurisdictionwhose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed or that the transactions contemplated hereby will become subject to additional conditions imposed by such Governmental Authority. (d) Each party to this Agreement shall provide to the other party, as promptly as practicable after the filing or receipt thereof (unless a different time period shall otherwise be specified herein), a copy of all applications, notices, petitions, filings documents and notices referred to in this Section 5.7.

Regulatory Matters. 9.1 (a) In the event that laws, regulations or rules of the FERC takes any adverse action with respect Brazilian government or governmental agencies, including the Brazilian Central Bank, prohibit Itau from (i) offering non-bank products inside its branches (and pursuant to the Tariffs or any tariffs that MPL may file in applicable rules the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action Co-Branded Service is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until considered a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If bank product) or, (ii) carrying-out any in-branch marketing activities as provided for in this MOA (collectively a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement"Regulatory Event"), then Itau will be released from all obligations prohibited as a result of such Regulatory Event ("Prohibited Obligations") after the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain date of the protections and structures reflected by its current terms to the maximum extent permissible under such judgmentRegulatory Event ("Regulatory Event Date"). In the event a Regulatory Event results in all of or a material portion of Itau's in-branch marketing obligations under Sections 2(a) and (b) of this Exhibit A being deemed Prohibited Obligations, the Parties are unable Target Revenue Percentage shall be deemed to reach agreement with respect to be zero for the remaining term of the SMA. In consideration for such an amendment within release, Itau shall pay AOLB the sum of (A) the product of (i) a reasonable Reference Payment for the Anniversary Year in which such Regulatory Event occurs calculated using the Revenue Elements generated and incurred during the period of time (which shall not be less than thirty (30) Days) after from the issuance of such final judgment, then either Party may terminate this Agreement upon written notice last Anniversary Date to the other Party. 9.2 MPC hereby agrees: Regulatory Event Date occurred, and (aii) a fraction, the numerator of which is the number of days from the last Anniversary Date to take all such actions and do all such things as MPL shall reasonably request in connection with its applications forthe Regulatory Event Date, and the processing ofdenominator of which is 365, (B) if, in the absence of the release in the foregoing paragraph, the failure to perform a Prohibited Obligation(s) would result in any Marketing Payment, any necessary certificatessuch Marketing Payment that would be due for the Quarter in which the Regulatory Event Date occurs calculated based on Itau's performance of the Prohibited Obligation(s) during the period beginning on the first day of the Quarter and ending on the Regulatory Event Date, approvals and authorizations (C) the maximum Marketing Payment related to the Prohibited Obligation(s) that could be due for those Quarters commencing after the Regulatory Event Date. In addition, if the Target Revenue Percentage is deemed to be zero due to such Regulatory Event, then AOLB shall have the option, after such Regulatory Event, to release Itau from all of any applicable Governmental Authorities; Itau `s marketing obligations hereunder, including without limitation, those obligations set forth in Sections 1(a), 1(d), 2, 3 and 5. In consideration for such release, Itau shall pay to AOLB the maximum Marketing Payments that could be due for those Quarters commencing after the exercise of such option. (b) at If any Brazilian judicial authority of competent jurisdiction determines that all times Promoters and/or Supervisors deployed in Itau bank branches are deemed banking employees for purposes of determining the wages and benefits of Promoters and/or Supervisors, but not that such Promoters or Supervisors must be hired by or otherwise become employees of Itau, then, within twenty days of AOLB's receipt of written notice of such judicial determination from Itau, AOLB shall notify Itau in writing that it will either (i) bear one-half of the additional incremental expenses of the Promoters and Supervisors that are a direct result of such determination (and Itau shall bear the other one-half of such amount), or (ii) decrease the number of Promoters and Supervisors required under this MOA (such decreased Promoters and Supervisors, the "Decreased Promoters") such that the expenses associated with the Decreased Promoters is equal to support one half of the Tariffs specified in this Agreement additional incremental expenses that would have been incurred by Itau as a rate that MPC has agreed to pay; direct result of such judicial determination without such a reduction. (c) not directly An "Employee Labor Event" shall be deemed to have occurred if any Brazilian judicial authority of competent jurisdiction determines that all Promoters and/or Supervisors deployed in Itau bank branches must be hired by or indirectly take otherwise become employees of Itau. At any action time during the one-hundred twenty (120) day period after the occurrence of the Employee Labor Event, Itau may elect to accept such determination, in which case it shall promptly so notify AOLB in writing, and AOLB within twenty (20) days after such notice shall notify Itau in writing that indicates (i) it will bear one-half of the additional incremental expenses of the Promoters and Supervisors that are a lack direct result of support for such determination (and Itau shall bear the Tariffs at other one-half of such amount), or (ii) that it will decrease the terms agreed to by MPC in number of Promoters and Supervisors required under this Agreement; MOA (such decreased Promoters and (dSupervisors, the "Decreased Promoters") not to file any action, protest, complaint or other action such that the expenses associated with the FERC with respect Decreased Promoters is equal to one half of the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree additional incremental expenses that MPL operates the Pipeline System would have been incurred by Itau as a common carrier, and MPC’s rights as direct result of such Employee Labor Event without such a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreementreduction. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) For the event that purposes of holding the FERC takes any adverse action Shareholders Meeting (as such term is defined in Section 5.7 hereof), and qualifying under applicable federal and state securities laws the HUBCO Common Stock to be issued to IBSF shareholders in connection with respect the Merger, the parties hereto shall cooperate in the preparation and filing by HUBCO with the SEC of a Registration Statement including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state and federal laws, including the 1933 Act, the 1934 Act and applicable state securities laws and the rules and regulations thereunder (such proxy statement and prospectus in the form mailed by IBSF and HUBCO to the Tariffs IBSF shareholders together with any and all amendments or any tariffs that MPL may file in supplements thereto, being herein referred to as the future, in each case that negatively affects "Proxy Statement-Prospectus" and the rights or obligations of MPC various documents to be filed by HUBCO under this Agreement, MPL shall diligently defend the Tariffs1933 Act with the SEC to register the HUBCO Common Stock for sale, including appealing any the Proxy Statement-Prospectus, are referred to herein as the "Registration Statement"). (b) HUBCO shall furnish IBSF with such adverse action. If any such adverse action information concerning HUBCO and its Subsidiaries (including, without limitation, information regarding other transactions which HUBCO is not stayed pending appealrequired to disclose) as is necessary in order to cause the Proxy Statement-Prospectus, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect insofar as it relates to such adverse action. If a finalcorporations, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with Section 5.6(a) hereof. HUBCO agrees promptly to advise IBSF if at any such judgment and to retain the protections and structures reflected by its current terms time prior to the maximum extent permissible under Shareholders' Meeting any information provided by HUBCO in the Proxy Statement-Prospectus becomes incorrect or incomplete in any material respect and promptly to provide IBSF with the information needed to correct such judgmentinaccuracy or omission. In HUBCO shall promptly furnish IBSF with such supplemental information as may be necessary in order to cause the event Proxy Statement-Prospectus, insofar as it relates to HUBCO and the Parties are unable HUBCO Subsidiaries, to reach agreement comply with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) DaysSection 5.6(a) after the issuance of mailing thereof to IBSF shareholders. (c) IBSF shall furnish HUBCO with such final judgmentinformation concerning IBSF as is necessary in order to cause the Proxy Statement-Prospectus, then either Party may terminate this Agreement upon written notice insofar as it relates to IBSF, to comply with Section 5.6(a) hereof. IBSF agrees promptly to advise HUBCO if at any time prior to the other PartyShareholders' Meeting, any information provided by IBSF in the Proxy Statement-Prospectus becomes incorrect or incomplete in any material respect and promptly to provide HUBCO with the information needed to correct such inaccuracy or omission. IBSF shall promptly furnish HUBCO with such supplemental information as may be necessary in order to cause the Proxy Statement-Prospectus, insofar as it relates to IBSF and the Association to comply with Section 5.6(a) after the mailing thereof to IBSF shareholders. 9.2 MPC hereby agrees: (ad) to take all HUBCO shall as promptly as practicable make such actions and do all such things filings as MPL shall reasonably request are necessary in connection with its applications forthe offering of the HUBCO Common Stock with applicable state securities agencies and shall use all reasonable efforts to qualify the offering of such stock under applicable state securities laws at the earliest practicable date. IBSF shall promptly furnish HUBCO with such information regarding the IBSF shareholders as HUBCO requires to enable it to determine what filings are required hereunder. IBSF authorizes HUBCO to utilize in such filings the information concerning IBSF and the Association provided to HUBCO in connection with, or contained in, the Proxy Statement-Prospectus. HUBCO shall furnish IBSF's counsel with copies of all such filings and keep IBSF advised of the status thereof. HUBCO and IBSF shall as promptly as practicable file the Registration Statement containing the Proxy Statement-Prospectus with the SEC, and each of HUBCO and IBSF shall promptly notify the processing ofother of all communications, any oral or written, with the SEC concerning the Registration Statement and the Proxy Statement-Prospectus. (e) HUBCO shall cause the HUBCO Common Stock issuable pursuant to the Merger to be listed on Nasdaq at the Effective Time. HUBCO shall cause the HUBCO Common Stock which shall be issuable pursuant to exercise of Stock Options to be accepted for listing on Nasdaq when issued. (f) The parties hereto will cooperate with each other and use their reasonable best efforts to prepare all necessary certificatesdocumentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of any applicable all third parties and Governmental Authorities; (b) at all times Entities necessary to support consummate the Tariffs specified in transactions contemplated by this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for soon as possible, including, without limitation, those required by the Tariffs at FDIC, the terms agreed to by MPC in this Agreement; FRB, the OTS, the Department and (dif required) not the DEP. Without limiting the foregoing, the parties shall use reasonable business efforts to file for approval or waiver by the appropriate bank regulatory agencies within 45 days after the date hereof. The parties shall each have the right to review in advance (and shall do so promptly) all filings with, including all information relating to the other, as the case may be, and any actionof their respective subsidiaries, protestwhich appears in any filing made with, complaint or other action written material submitted to, any third party or Governmental Entity in connection with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided transactions contemplated by MPL pursuant to this Agreement. 9.4 In carrying out (g) Each of the terms parties will promptly furnish each other with copies of written communications received by them or any of their respective subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby. (h) IBSF acknowledges that HUBCO is in or may be in the process of acquiring other banks and provisions financial institutions and that in connection with such acquisitions, information concerning IBSF may be required to be included in the registration statements, if any, for the sale of securities of HUBCO or in SEC reports in connection with such acquisitions. IBSF agrees to provide HUBCO with any information, certificates, documents or other materials about IBSF as are reasonably necessary to be included in such other SEC reports or registration statements, including registration statements which may be filed by HUBCO prior to the Effective Time. IBSF shall use its reasonable efforts to cause its attorneys and accountants to provide HUBCO and any underwriters for HUBCO with any consents, comfort letters, opinion letters, reports or information which are necessary to complete the registration statements and applications for any such acquisition or issuance of securities. HUBCO shall reimburse IBSF for reasonable expenses thus incurred by IBSF should this transaction be terminated for any reason. HUBCO shall not file with the SEC any registration statement or amendment thereto or supplement thereof containing information regarding IBSF unless IBSF shall have consented in writing to such filing, which consent shall not be unreasonably delayed or withheld. (i) Between the date of this AgreementAgreement and the Effective Time, the Parties IBSF shall comply cooperate with all present HUBCO to reasonably conform IBSF's policies and future Applicable Laws procedures regarding applicable regulatory matters to those of any Governmental Authority having jurisdictionHUBCO, as HUBCO may reasonably identify to IBSF from time to time.

Regulatory Matters. 9.1 In (a) Without limiting any particular representations and warranties of the event that foregoing, (i) the FERC takes Founder and the Group Companies have obtained any adverse action and all material Approvals from applicable Governmental Authorities and have fulfilled any and all material filings and registration requirements with applicable Governmental Authorities necessary with respect to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC Group Companies and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreementtheir operations; and (dii) not to file any action, protest, complaint or other action all material filings and registrations with the FERC applicable Governmental Authorities required with respect to the TariffsGroup Companies and the Founder have been duly completed in accordance with applicable Laws. No Group Company or Founder has received any letter or notice from any applicable Governmental Authorities notifying it of the revocation of any Approval issued to it or the need for compliance or remedial actions with respect to the activities carried out directly or indirectly by such Person. Each Group Company has been substantively conducting its Business activities within the permitted scope of business or is otherwise operating its Businesses in substantive compliance with all relevant Laws in all material respects. There are no outstanding fines or penalties asserted against the Group Companies by any Governmental Authority, and none of the Founder and the Group Companies has reason to believe that any authorization of any Governmental Authority, license or permit required for the conduct of any part of its Business which is subject to periodic renewal will not be granted or renewed by the relevant Governmental Authorities. (b) The Founder has completed the reporting and registration requirements for the Founder under Circular 37 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”) in order to effect his indirect holding of Ordinary Shares of the Company and believes that he can update the Circular 37 Registration in connection with the transactions as contemplated under the Transaction Documents if required by applicable Laws (including the SAFE Rules and Regulations) or by SAFE. To the best Knowledge of the Warrantors, each holder of any increased rates based Equity Securities of the Company (for the avoidance of doubt, excluding the holders of the Preferred Shares and the holders of the preferred shares of the Controlling Shareholder) (each, a “Company Security Holder”), who is a Domestic Resident (or has Domestic Resident(s) as its beneficial owner) and subject to any of the registration or reporting requirements of SAFE Rules and Regulations, will complete such reporting and registration requirements under the SAFE Rules and Regulations in order to effect his or her direct or indirect holding of Ordinary Shares of the Company, prior to the recording to the name of such Company Security Holder on the inflationary index referred register of members of the Company. Neither the Warrantors nor, to in Section 3.12. 9.3 the best Knowledge of the Warrantors, any of the Company Security Holders has received any oral or written inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations and the Company and, to the best Knowledge of the Warrantors, the Company Security Holders have made all written filings, registrations, reporting or any other communications required by SAFE or any of its local branches. The Parties acknowledge and agree that MPL operates Domestic Company has not conducted any foreign exchange transactions or other transactions subject to Approvals from SAFE. To the Pipeline System as a common carrierbest Knowledge of the Warrantors, and MPC’s rights as a shipper there exists no grounds on which any of the Pipeline System shall Group Companies may be subject to all Applicable Laws related liability or penalties for any Person’s failure or defect of registration, misrepresentation or failure to common carrier pipelines. The terms and provisions of the Tariffs shall apply disclose any material information to the services provided by MPL pursuant to this Agreementissuing SAFE authority. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 (a) As of the date of this Agreement, the shipment of crude petroleum on the Pipeline System from North Dakota origin points to the Mandan Refinery is subject to regulation by the State of North Dakota, and this Agreement is subject to the rules and regulations of the NDPSC. Accordingly, THPP has filed a Rate Tariff and a Rules tariff with the NDPSC that governs its intrastate shipments of crude petroleum. In the event that the FERC NDPSC takes any adverse action with respect to the Tariffs Rate Tariff or any tariffs Rules Tariff currently on file or a Rate Tariff or Rules Tariff that MPL THPP may file with it in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL THPP shall diligently defend the TariffsRate Tariff or Rules Tariff, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC NDPSC and confirmed by a court the North Dakota courts having final authority in the matter that which requires MPL THPP to amend the Tariffs Rates Tariff or the Rules Tariff in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to but still retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (after the issuance of such final judgment, which shall not be less than thirty (30) Days) after the issuance of such final judgmentdays, then either Party may terminate this Agreement upon written notice to the other PartyAgreement. 9.2 MPC (b) TRMC hereby agrees: (ai) to take all such actions and do all such things as MPL THPP shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (bii) at all times to support the Tariffs Committed Tariff Rate specified in this Agreement as a rate that MPC it has agreed to pay; (ciii) not directly or indirectly take any action that indicates a lack of support for the Tariffs Committed Tariff Rate at the terms agreed to by MPC in this Agreement; and (div) not to file any action, protest, protest or complaint with the NDPSC with respect to the Rules Tariff on file as of the date of this Agreement; and (v) not to file any complaint or other action with at the FERC with respect to the TariffsTHPP tariff currently on file with the FERC, including any increased rates based on the inflationary index referred to in Section 3.125(f) of this Agreement. 9.3 The Parties acknowledge and agree that MPL (c) THPP operates the Pipeline System as a common carrier, and MPCTRMC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs Rules Tariff and the Rate Tariff shall apply to the intrastate transportation services provided by MPL pursuant to this Agreement. 9.4 In (d) Each Party, in carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) Each of Parent and the event that the FERC takes any adverse action Investor agrees to cooperate and use its reasonable best efforts to ensure, including by communicating with each other with respect to their respective purchases of Parent Common Stock, that neither the Tariffs Investor nor any of its Affiliates has “control” of Parent for purposes of the BHC Act (a “Parent Control Effect”). (b) Parent agrees it will use reasonable best efforts to monitor the ongoing business relationships between Parent and its Affiliates, on the one hand, and the Investor and its Affiliates, on the other hand, and will consult with the Investor periodically in order to facilitate compliance with applicable regulations and the objectives of this Section 1.8. Parent will use reasonable best efforts to calculate the percentage of Parent’s consolidated revenues and expenses generated from business relationships with Investor and Investor’s subsidiaries and provide such information to Investor on a quarterly basis or, to the extent required by the Federal Reserve, a different periodic basis. (c) Without limiting Section 1.8(a) and Section 1.8(b), none of the Investor, Parent or any tariffs of their respective Affiliates shall take any action which it knows would or would reasonably be expected to cause a Parent Control Effect; provided, that MPL may file nothing in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until construed to prohibit Parent or any of its Affiliates from undertaking any redemption, recapitalization or repurchase of Parent Common Stock, of securities or rights, options, or warrants to purchase Parent Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Parent Common Stock in each case; provided, further, that if it is reasonably likely that such action would result in a stay is implemented Parent Control Effect or a finalrequirement to file a CBC Act notice (a “CBC Act Effect”), non-appealable decision is rendered Parent shall give the Investor the right to participate in such redemption, recapitalization or repurchase pro rata (based on Investor’s Investor Percentage Interest or such greater amount as may be required to avoid a Parent Control Effect), it being agreed that the Investor shall promptly inform Parent of its determination as to whether to participate and, if it does not participate, it shall promptly dispose of a number of shares of Parent Common Stock necessary to avoid a Parent Control Effect arising from such redemption, recapitalization or repurchase (in one or more Transfers which comply with respect the terms of this Agreement). For the avoidance of doubt, Investor shall have no obligation to such adverse actiondispose of Parent Common Stock or any securities or rights, options, or warrants to purchase Parent Common Stock, or securities of any type whatsoever to avoid a CBC Act Effect and have no obligation to avoid a CBC Act Effect. If Investor is entitled to receive any Voting Securities from Parent in connection with a finalstock dividend or similar distribution of Voting Securities in respect of Parent Common Stock, non-appealable decision but Investor’s receipt of all or a portion of such Voting Securities would reasonably be expected to cause a Parent Control Effect or CBC Act Effect, Investor shall receive (in the case of a Parent Control Effect) or shall have the option, in Investor’s sole discretion, to receive (in the case of a CBC Act Effect) Nonvoting Parent Common Stock or rights, options, or warrants to purchase Parent Common Stock, instead of Voting Securities, as necessary to avoid the occurrence of a Parent Control Effect or, in Investor’s sole discretion, a CBC Act Effect (it being understood that such distribution of Nonvoting Parent Common Stock shall be subject to compliance with Applicable Law and Parent’s organizational documents at such time, and may be delayed to the extent necessary to obtain required approvals from any Governmental Authority or any stockholder vote or consent required pursuant to Parent’s organizational documents; provided that Parent shall use reasonable best efforts to promptly obtain any required approvals from any Governmental Authority or any stockholder vote or consent required pursuant to Parent’s organizational documents and if such Nonvoting Parent Common Stock is ultimately issued by not distributed to Investor within 90 days following the FERC distribution of Voting Securities in respect of Parent Common Stock to which the distribution of Nonvoting Parent Common Stock relates then Parent shall promptly distribute to Investor cash in an amount equal to the value of the Voting Securities Investor would have received if Investor had received a distribution of Voting Securities, with such value based on the market close price of Parent Common Stock on the date other investors received the distribution of such Voting Securities). (d) If at any time the Investor reasonably determines in good faith, after consultation with Parent and confirmed its outside counsel, that (i) the Investor’s ownership of Parent Common Stock has become illegal or in contravention of any order or judgment by a court having final authority Governmental Authority or the Non-Control Determination or (ii) a Parent Control Effect has otherwise occurred, then, provided the Investor has complied with its obligations under this Section 1.8, if, despite the Investor’s compliance with its obligations set forth in this Section 1.8, such illegality, contravention or Parent Control Effect cannot be cured, Parent and the matter that requires MPL Investor shall cooperate in good faith to amend the Tariffs take such actions as are mutually agreeable to cure such illegality, contravention or Parent Control Effect in a manner that is fundamentally contradictory best preserves the parties’ economic expectations under this Agreement and the other Transaction Documents, and without limiting the generality of the foregoing, if reasonably required in order to cure either clause (i) or (ii) above, the Investor shall be entitled to effect a Transfer of the portion of its shares of Parent Common Stock to the provisions of this Agreementextent necessary to cure such illegality, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgmentcontravention or Parent Control Effect, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action without compliance with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to transfer restrictions in Section 3.122.1, other than Section 2.1(d)(iii) and Section 2.1(h). 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In the event that the FERC takes any adverse action with respect to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) The Seller shall promptly prepare and file with the SEC the Proxy Statement. The Seller shall make the draft Proxy Statement available to take all such actions and do all such things as MPL shall reasonably request in connection with its applications forthe Buyer for review promptly after preparation thereof, and shall respond to all of the processing ofBuyer's comments and suggestions for revisions to such Proxy Statement. Promptly after completion of the Proxy Statement, any the Seller shall mail the Proxy Statement to its shareholders. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary certificatesdocumentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of any applicable all third parties and Governmental Authorities; (b) at all times Entities which are necessary or advisable to support consummate the Tariffs specified in transactions contemplated by this Agreement (including without limitation the Merger). The Seller and the Buyer shall have the right to review in advance, and to the extent practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Seller or the Buyer, as a rate that MPC has agreed to pay; (c) not directly the case may be, and any of their respective subsidiaries, which appear in any filing made with or indirectly take written materials submitted to, any action that indicates a lack of support for third party or any Governmental Entity in connection with the Tariffs at the terms agreed to transactions contemplated by MPC in this Agreement; . In exercising the foregoing right, each of the parties hereto shall act reasonably and (d) not to file any action, protest, complaint or as promptly as practicable. The parties hereto agree that they will consult with each other action with the FERC with respect to the Tariffsobtaining of all permits, including consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of the Buyer and the Seller represents and warrants to the other that it is not aware of any increased rates based on reason why the inflationary index approvals, consents and waivers of Governmental Entities referred to herein and in Section 3.124.06 and Section 5.04 should not be obtained. 9.3 (c) The Parties acknowledge Buyer and agree that MPL operates the Pipeline System Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and shareholders and such other matters as a common carriermay be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, and MPC’s rights as a shipper filing, notice or application made by or on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions behalf of the Tariffs shall apply Buyer, the Seller or any of their respective subsidiaries to any Governmental Entity in connection with the services provided by MPL pursuant to this AgreementMerger and the other transactions contemplated hereby. 9.4 In carrying out (d) The Buyer and the terms and provisions Seller shall promptly furnish each other with copies of this Agreementwritten communications received by the Buyer or the Seller, as the Parties shall comply with all present and future Applicable Laws case may be, or any of their respective subsidiaries from, or delivered by any of the foregoing to, any Governmental Authority having jurisdictionEntity in respect of the transactions contemplated hereby.

Regulatory Matters. 9.1 In Each Sponsor shall, and shall cause its Affiliates to, (a) make or assist the event that Buyer and the FERC takes Buyer Subsidiary in making, as applicable, all filings and notifications with Governmental Bodies and (b) use its reasonable best efforts to obtain or assist the Buyer and the Buyer Subsidiary in obtaining, as applicable, all necessary consents, authorizations and approvals of any adverse action with respect to the Tariffs or any tariffs that MPL may file in the futureGovernmental Body that, in each case that negatively affects of clause (a) or (b) above, are necessary to consummate the rights transactions to be effected pursuant to the Stock Purchase Agreement or obligations Purchase Agreement. Without limiting the generality of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appealforegoing, each Party’s obligations under this Agreement Sponsor shall, and shall cause its Affiliates to, (i) supply and provide all information (which information shall be suspended until a stay is implemented accurate in all material respects) to the other Sponsors or a finalthe Buyer, non-appealable decision is rendered with respect to such adverse action. If a finalas applicable, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate reasonably required in good faith to amend this Agreement to comply connection with any such judgment filings or notifications or in connection with obtaining any such consents, authorizations or approvals and (ii) cooperate with the other Sponsor and the Buyer in responding to retain any action taken by any Governmental Body in connection with or in response to any such filings or notifications or any such consents, authorizations and approvals. In connection with and without limiting the protections foregoing, each Sponsor shall, and structures reflected shall cause its Affiliates to, take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Regulatory Laws that may be asserted by its current terms any federal, state and local and non-United States antitrust or competition authority, so as to enable the parties to the maximum extent permissible under such judgment. In Purchase Agreement to effect the event Closing and the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which PIPE Closing as expeditiously as possible; provided that ECP shall not be less required to effect or commit to effect, by consent decree, hold separate orders, trust or otherwise (A) the sale or disposition of any of the assets or businesses of ECP or its Affiliates or (B) any other restriction, limitation or encumbrance on businesses or assets of ECP or its Affiliates (and in no event shall ECP be deemed to be a Defaulting Sponsor by failing to effect, or failing to commit to effect, any such action contemplated by clause (A) or clause (B) above). To the extent that any consent decree, hold separate orders, holding in trust of any of assets or business or any other restriction, limitation or encumbrance on any businesses or assets other than thirty any sale or disposition of any businesses or assets of any Person (30collectively, but expressly excluding any sale or disposition of any businesses or assets of any Person, the “Mitigation Actions”) Daysis necessary to avoid or eliminate each and every impediment under any Regulatory Laws and is necessary to consummate the Closing under the Purchase Agreement or the PIPE Closing, DYN shall (1) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice first propose to the other Party. 9.2 MPC hereby agrees: applicable authority that such Mitigation Actions be taken by the Company Group or by DYN and its Subsidiaries or both, (a2) to take determine (which determination will be made by DYN in an economically rational manner and assuming that it indirectly owns all such actions and do all such things of the equity interests of the Company Group) which businesses or assets of the Company Group or DYN or its Subsidiaries, as MPL shall reasonably request in connection with its applications forapplicable, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall will be subject to all Applicable Laws related such Mitigation Actions and which Mitigation Actions will be taken (provided such Mitigation Actions avoid, mitigate or eliminate such impediments) and (3) cause the Company or it or any such DYN Subsidiary, as applicable, to common carrier pipelinestake such Mitigation Action following the Closing under the Purchase Agreement. The terms and provisions To the extent that sales or dispositions of assets or businesses of the Tariffs Company Group are necessary to avoid or eliminate each and every impediment under any Regulatory Laws and are necessary to consummate the Closing under the Purchase Agreement or the PIPE Closing following the taking of the actions contemplated by the two preceding sentences, DYN shall apply (x) propose to the services applicable authority that sale or dispositions of businesses or assets of the Company Group be undertaken by the Company Group, (y) determine (which determination will be made by DYN in an economically rational manner and assuming that it indirectly owns all of the equity interests of the Company Group) which businesses or assets of the Company Group will be sold or disposed (provided by MPL pursuant such sales or dispositions avoid, mitigate or eliminate such impediments) and (z) cause the Company to this undertake such sales or dispositions following the Closing under the Purchase Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) Except as set forth on Section 4.16(a) of the event that the FERC takes any adverse action BCHI Disclosure Letter, and except with respect to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the TariffsPermits, including appealing any such adverse action. If any such adverse action is not stayed pending appealthose required under applicable Environmental Laws (as to which certain representations and warranties are made pursuant to Section 4.11), each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately BCHI and the BCHI Subsidiaries hold all Permits issued by the FERC FCC, State PSCs, the CRTC or other relevant Canadian federal or provincial Governmental Entities (“Canadian Authorities”), and confirmed all other material regulatory Permits, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to BCHI or any of the BCHI Subsidiaries by a court having final authority Governmental Entity (the “BCHI Licenses”) that are required for BCHI and each of the BCHI Subsidiaries to conduct its business, as presently conducted, in all material respects. (b) Each BCHI License is in full force and effect and has not been suspended, revoked, cancelled or adversely modified. No BCHI License is subject to (i) any conditions or requirements that have not been imposed generally upon licenses in the matter same service, unless such conditions or requirements are set forth on the face of the applicable authorization, or (ii) any pending proceeding by or before any Governmental Entity, including the FCC, State PSCs, the CRTC or other Canadian Authorities to suspend, revoke or cancel such BCHI License, or any judicial review of a decision by any Governmental Entity, including the FCC, State PSCs, the CRTC or other Canadian Authorities with respect thereto. To the knowledge of BCHI, there has not been any event, condition or circumstance that requires MPL would preclude any BCHI License from being renewed in the ordinary course (to amend the Tariffs extent that such BCHI License is renewable by its terms). (c) The licensee of each BCHI License is in compliance in all material respects with such BCHI License and has fulfilled and performed all of its material obligations with respect thereto, including all reports, notifications and applications required by any Law, including the Communications Act or FCC Rules or State Telecommunications Laws, the PSC Rules, the Telecommunications Act (Canada), the Radiocommunication Act (Canada) and the rules, regulations, written policies and Orders of the CRTC and other Canadian Authorities, and the payment of all regulatory fees and contributions, except as permitted by applicable exemptions, waivers or similar concessions or allowances. Without limiting the foregoing, the licensee of each BCHI License is in material compliance with the USF Programs, CALEA, the FCC’s regulations concerning CPNI and the Canadian competitive local exchange carrier obligations. All reports and other submissions required in connection with the USF Programs, CALEA, CPNI regulations and the Canadian competitive local exchange carrier obligations, including contribution remittances, have been timely filed in materially true, correct and complete form. To the knowledge of BCHI and the BCHI Subsidiaries, there are no pending or threatened investigations, inquiries, audits, examinations or other proceedings in connection with the performance of BCHI and the BCHI Subsidiaries of their USF Programs, CALEA, CPNI obligations and the Canadian competitive local exchange carrier obligations. (d) Except as set forth in Section 4.16(d) of the BCHI Disclosure Letter, neither BCHI nor any BCHI Subsidiary has (i) implemented, or been alleged or found to have implemented any Slamming or (ii) Cramming. (e) Except as set forth in Section 4.16(e) of the BCHI Disclosure Letter, BCHI and all BCHI Subsidiaries have timely complied with any compensation, restoration, reimbursement, reporting, or other obligations arising in connection with public and private right-of-way access and pole attachment agreements. (f) Except as set forth in Section 4.16(f) of the BCHI Disclosure Letter, BCHI and all BCHI Subsidiaries have timely submitted all required international traffic and circuit status reports in materially true, correct and complete form. (g) Except as set forth in Section 4.16(g) of the BCHI Disclosure Letter, the licensee of each BCHI License is in material compliance with the applicable requirements of federal and state NOR requirements. All reports and other submissions required in connection with federal and state NOR requirements have been timely filed in materially true, correct and complete form. To the knowledge of BCHI and the BCHI Subsidiaries, there are no pending or threatened investigations, inquiries, audits, examinations or other proceedings in connection with the performance of BCHI and the BCHI Subsidiaries of their NOR requirements. (h) BCHI or a wholly owned Subsidiary of BCHI directly or indirectly owns all of the Equity Interests and controls all of the voting power and decision-making authority of each licensee of the BCHI Licenses. No BCHI License, Order or other agreement, obtained from, issued by or concluded with any State PSC would impose restrictions on the ability of any BCHI Subsidiary to make payments, dividends or other distributions to BCHI or any BCHI Subsidiary that limits, or would reasonably be expected to limit, the cash funding and management alternatives of BCHI on a consolidated basis in a manner that is fundamentally contradictory disproportionate to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected restrictions applied by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other PartyState PSCs. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) Buyer and the event that Company shall promptly prepare and file with the FERC takes any adverse action SEC the Proxy Statement and Buyer shall promptly prepare and file with respect to the Tariffs or any tariffs that MPL may file in SEC the futureS-4, in which the Proxy Statement will be included as a prospectus. Each of the Company and Buyer shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each case that negatively affects of the rights Company and Buyer shall thereafter mail the Proxy Statement to each of its respective stockholders. Buyer shall also use all reasonable efforts to obtain all necessary state securities law or obligations of MPC under "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Bank Merger Agreement, MPL and the Company shall diligently defend furnish all information concerning the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall Company and the holders of Company Common Stock as may be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority reasonably requested in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply connection with any such judgment action. (b) The parties hereto shall cooperate with each other and use their commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgmentobtain as promptly as practicable all permits, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificatesconsents, approvals and authorizations of any applicable all third parties and Governmental Authorities; (b) at all times Entities which are necessary or advisable to support consummate the Tariffs specified in transactions contemplated by this Agreement (including without limitation the Merger and the Subsidiary Merger) (it being understood that any amendments to the S-4 or a resolicitation of proxies as consequence of a rate that MPC has agreed subsequent proposed merger, stock purchase or similar acquisition by Buyer or any of its Subsidiaries shall not violate this covenant). The Company and Buyer shall have the right to pay; (c) not directly review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or indirectly take Buyer, as the case may be, and any action that indicates a lack of support for their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Tariffs at the terms agreed to transactions contemplated by MPC in this Agreement; . In exercising the foregoing right, each of the parties hereto shall act reasonably and (d) not to file any action, protest, complaint or as promptly as practicable. The parties hereto agree that they will consult with each other action with the FERC with respect to the Tariffsobtaining of all permits, including any increased rates based on consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the inflationary index referred transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to in Section 3.12completion of the transactions contemplated herein. 9.3 The Parties acknowledge (c) Buyer and agree that MPL operates the Pipeline System Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as a common carriermay be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Buyer, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided other transactions contemplated by MPL pursuant to this Agreement. 9.4 In carrying out (d) Buyer and the Company shall promptly furnish each other with copies of written communications received by Buyer or the Company, as the case may be, or any of their respective Subsidiaries, Affiliates or Associates (as such terms and provisions are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby. (e) The information supplied by the Company for inclusion in the S-4 shall not, at the time the S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information supplied by the Company for inclusion in the Proxy Statement shall not, at the date the Proxy Statement (or any supplement thereto) is first mailed to stockholders, at the time of the Company's stockholders meeting or at the Effective Time contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made not misleading. If at any time prior to the Effective Time, any event or circumstance relating to the Company or any of its affiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the S-4 or a supplement to the Proxy Statement, the Parties Company shall promptly inform Buyer thereof in writing. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form in all material respects with applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (f) The information supplied by Buyer for inclusion in the S-4 shall not, at the time the S-4 is declared effective, contain any untrue statement of a mate- rial fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information supplied by Buyer for inclusion in the Proxy Statement shall not, at the date the Proxy Statement (or any supplement thereto) is first mailed to stockholders, at the time of the Buyer's stockholders meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Buyer or any of its affiliates, or to their respective officers or directors, should be discovered by Buyer that should be set forth in an amendment to the S-4 or a supplement to the Proxy Statement, Buyer shall promptly inform the Company thereof in writing. All documents that Buyer is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form in all present material respects with the applicable requirements of the Securities Act and future Applicable Laws of any Governmental Authority having jurisdictionthe rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Regulatory Matters. 9.1 In the event that the FERC takes any adverse action with respect 16.1 Nothing in this Lease shall be construed to require Tenant or its affiliated health care professionals to refer patients to the Tariffs Landlord or any tariffs that MPL may file affiliate of the Landlord or to utilize the Landlord or any affiliate of the Landlord to provide inpatient, outpatient or other services to patients or otherwise generate business for Landlord or any affiliate of the Landlord. Landlord and Tenant enter into this Lease with the intent of conducting their relationship and implementing the agreements contained herein in the futurefull compliance with applicable federal, in each case that negatively affects the rights or obligations of MPC under this Agreementstate and local law, MPL shall diligently defend the Tariffsrules and regulations, including appealing without limitation, the Medicare/Medicaid Xxxx-Xxxxxxxx xxxxxxx, 00 X.X.X. § 0000x-0x(x) (the “Anti-Kickback Law”) and 42 U.S.C. § 1395nn (the ‘Xxxxx Law”), as amended. The parties further intend that this Lease comply with as many as reasonably practicable of the conditions for meeting the space rental safe harbor to the Anti-Kickback Law which is set forth in 42 C.F.R. § 1001.952(b), as such regulations may be amended. Notwithstanding any such adverse action. If unanticipated effect of any such adverse action is not stayed pending appealof the provisions of this Lease, each Party’s obligations neither party will intentionally conduct itself under the terms of this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs Lease in a manner that would constitute a violation of such statutes and regulations, this Lease shall be construed in a manner consistent with compliance with such statutes and regulations, and the parties hereto shall take such actions necessary to construe and administer this Lease therewith. In the event any court or administrative agency of competent jurisdiction determines this Lease violates any of such statutes or regulations, the parties shall take such actions as necessary to amend this Lease to comply with the applicable statutes or regulations, as provided herein. Furthermore, Tenant represents that the size of the Premises does not exceed the amount of space which is fundamentally contradictory reasonable and necessary for Tenant’s legitimate business purposes. Notwithstanding any contrary provisions of the Lease, the parties acknowledge that Tenant is to have exclusive use and possession of the Premises while this Lease is in effect and that the Premises may not be shared with or used by Landlord or any person or entity affiliated with Landlord. 16.2 If any legislation, regulation or government policy is passed or adopted, the effect of which would cause either party to be in violation of such laws due to the provisions existence of any provision of this AgreementLease, then the Parties shall Landlord and Tenant agree to negotiate in good faith for a period of 30 days to amend modify the terms of this Agreement Lease to comply with any such judgment and applicable law. Should the parties hereto fail to retain the protections and structures reflected by its current agree upon modified terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment this Lease within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgmentthis time, then either Party Landlord or Tenant may immediately terminate this Agreement upon by giving written notice to the other Partyparty. 9.2 MPC hereby agrees: (a) to take all 16.3 Each party represents and warrants that it is not an Ineligible Person. An “Ineligible Person,” as such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC term is used in this Agreement, is an individual or entity who: (i) is currently excluded, debarred, suspended, or otherwise ineligible to participate in the Federal health care programs as defined in 42 USC § 1320a-7b(f) (the “Federal health care programs”) or in Federal procurement or non- procurement programs; and or (dii) has been convicted of a criminal offense that falls within the range of activities described in 42 U.S.C. § 1320a-7(a), but has not yet been excluded, debarred, suspended or otherwise declared ineligible to file any action, protest, complaint or other action with participate in the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 Federal health care programs. The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System foregoing representation shall be subject to all Applicable Laws related to common carrier pipelines. The terms an ongoing representation and provisions warranty during the term of this Lease and each party shall immediately notify the other party of any change in the status of the Tariffs shall apply representation and warranty set forth in this Section, at which time the party receiving such notice will have the right to the services provided by MPL pursuant to immediately terminate this AgreementLease. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) Each Shareholder agrees to cooperate ------------------ with the event that Company in all reasonable respects in complying with the FERC takes any adverse action with respect terms of the Chase Regulatory Side Letter, including, without limitation, voting to approve amending the Tariffs Company's memorandum and articles of association or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory reasonably acceptable to the provisions Shareholders and Chase or any Affiliate of this Agreement, then the Parties shall negotiate in good faith Chase entitled to amend this Agreement to comply with any make such judgment and to retain the protections and structures reflected by its current terms request pursuant to the maximum extent permissible under such judgmentChase Regulatory Side Letter in order to remedy a Regulatory Problem (as defined in the Chase Regulatory Side Letter). In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30Anything contained in this Section 7.16(a) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) contrary notwithstanding, no Shareholder shall be required under this Section to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates would adversely affect such Shareholder's rights under this Agreement or as a lack shareholder of support for the Tariffs at the terms agreed to by MPC in this Agreement; Company. (b) The Company and (d) each Shareholder agree not to file any action, protest, complaint amend or waive the voting or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply Company's memorandum and articles of association or this Agreement if such amendment or waiver would cause Chase of any of its Affiliates to have a Regulatory Problem (as defined in the services provided by MPL pursuant Chase Regulatory Side Letter). Chase agrees to notify the Company as to whether or not it would have a Regulatory Problem promptly (and in any event within 5 Business Days of receipt of notice of such amendment or waiver in accordance with this Agreement) after Chase has notice of such amendment or waiver. Failure to respond within such 5 Business-Day period shall be deemed to be a response that such amendment or waiver will not result in a Regulatory Problem. 9.4 In carrying out (c) The Company understands that Chase is affiliated with parties entering into commercial lending transactions with the terms Company including, without limitation, The Chase Manhattan Bank and provisions Chase Securities Inc. The parties acknowledge that such lending arrangements are entirely independent of this Agreement, the Parties equity investment made herein and nothing herein shall comply with all present and future Applicable Laws limit or otherwise constrain the exercise by such parties under their lending arrangement of any Governmental Authority having jurisdictionremedy or right granted to them in the transaction documents governing such lending arrangements.

Regulatory Matters. 9.1 (a) State Street and Investors Financial shall as soon as possible after the date of this Agreement prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of State Street and Investors Financial shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as soon as possible after such filing, and Investors Financial shall as soon as possible thereafter mail or deliver the Proxy Statement to its stockholders. State Street shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Investors Financial shall furnish all information concerning Investors Financial and the holders of Investors Financial Common Stock as may be reasonably requested in connection with any such action. State Street shall file the opinion described in Section 7.3(c) on a post-effective amendment to the Form S-4. (b) Subject to the terms and conditions of this Agreement, the parties shall use their reasonable 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 consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the parties shall cooperate with each other and shall promptly prepare and file all necessary documentation and effect all applications, notices, petitions and filings required to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities, including, agreeing to and complying with any actions, conditions or restrictions required or imposed in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties and Governmental Entities. In furtherance of and not in limitation of the event that foregoing, each of the FERC takes parties will take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable Laws, to lift or rescind any adverse action order, decree, judgment or decision of any Governmental Entity adversely affecting the parties’ ability to consummate the transactions contemplated hereby on a timely basis, to cause to be satisfied the conditions in Article VII, and to permit consummation of the Merger as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby. Investors Financial and State Street shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to Investors Financial or State Street, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the Tariffs obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. In addition, Investors Financial agrees to cooperate and assist State Street in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any tariffs mergers and/or consolidations of Subsidiaries of Investors Financial and State Street following consummation of the Merger; provided that MPL may file in if State Street requests, promptly after the future, in each case that negatively affects the rights or obligations execution of MPC under this Agreement, MPL that Investors Financial cooperate to permit a merger of Investors Financial Bank & Trust Company and State Street Bank and Trust Company to occur contemporaneously with the Merger and such merger shall diligently defend not materially impede or delay the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued consummation of the transactions contemplated by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith term “Requisite Regulatory Approvals” will be deemed to amend this Agreement include the approvals of the Federal Reserve Board and the Massachusetts Commissioner of Banks necessary to comply with any consummate such judgment merger. (c) Each of State Street and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgmentInvestors Financial shall, then either Party may terminate this Agreement upon written notice request, furnish to the other Party. 9.2 MPC hereby agrees: (a) to take all information concerning itself, its Subsidiaries, directors, officers and stockholders and such actions and do all such things other matters as MPL shall may be reasonably request necessary or advisable in connection with its applications forthe Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of State Street, Investors Financial or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to other transactions contemplated by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out (d) Each of State Street and Investors Financial shall promptly advise the terms and provisions other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, Agreement that causes such party to believe that there is a reasonable likelihood that any State Street Requisite Regulatory Approval will not be obtained or that the Parties shall comply with all present and future Applicable Laws receipt of any Governmental Authority having jurisdictionsuch approval may be materially delayed.

Regulatory Matters. 9.1 In If any of the following occurs: (i) (A) any Key Permit or any of the Borrower’s or any of Subsidiary’s material rights or interests thereunder is terminated or amended in any manner adverse to the Borrower and its Subsidiaries in any material respect and such termination or amendment is not otherwise revoked within [**] days (or, if a resolution to such revocation is being pursued in good faith by appropriate proceedings diligently conducted, and solely if the applicable event or circumstance has not actually resulted in a reduction of revenues that is in excess of the FERC takes threshold described in the definition of Material Impact, an additional [**] days thereafter) after the occurrence thereof; (B) the FDA, CMS, EMA or any adverse other Governmental Authority (x) terminates, or delivers a letter or other written communication to the Borrower or its Subsidiaries asserting that any Specified Product lacks, a required Key Permit, which termination or assertion is not withdrawn or otherwise resolved within [**] days (or, if a resolution to such withdrawal is being pursued in good faith through appropriate proceedings diligently conducted, and solely if the applicable event or circumstance has not actually resulted in a reduction of revenues that is in excess of the threshold described in the definition of Material Impact, an additional [**] days thereafter) after such Person’s receipt of such termination, letter or other written communication or (y) initiates enforcement action against or issues a warning letter with respect to the Tariffs Borrower or any tariffs of the Subsidiaries, or any of their Specified Products or the Health Care Activities therefor, that MPL may file in causes the futureBorrower or such Subsidiary to discontinue or suspend the sale of, in each case that negatively affects or withdraw from the rights market, any of its Specified Products, which discontinuance, suspension or obligations of MPC under this Agreementwithdrawal would reasonably be expected to last for more than [**] days (or, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until if a stay is implemented or a final, non-appealable decision is rendered with respect resolution to such adverse action. If a finaldiscontinuance, non-appealable decision suspension or withdrawal is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate being pursued in good faith through appropriate proceedings diligently conducted, and solely if the applicable event or circumstance has not actually resulted in a reduction of revenues that is in excess of the threshold described in the definition of Material Impact, an additional [**] days thereafter) and, in the case of each of the foregoing clauses (A) and (B), such event or circumstance has had, or would reasonably be expected to amend this Agreement have, a Material Impact; (ii) a recall that has resulted in, or would reasonably be expected to comply result in, a Material Impact; or (iii) the Borrower or any of the Subsidiaries enters into one or more settlement agreements with the FDA, CMS, EMA or any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take Governmental Authority that results in aggregate liability for all such actions and do all such things settlement agreements entered into since the Closing Date in excess of [**] as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.applicable settlement; or

Regulatory Matters. 9.1 In Without modifying or limiting Section 11 of the event Agreement in any way, the Parties agree: i. Illumina agrees to provide necessary, reasonable regulatory assistance from an appropriately trained and experienced regulatory professional directly relating to Illumina Hardware or its Consumables in a submission for Regulatory Approval of Xxxxxx IVD Kits [*], provided that (i) Illumina receives at least [*] prior notice of any such submission, and (ii) If Illumina’s assistance exceeds [*], then Illumina will not be obligated to perform any such excess hours; provided that, Illumina may not refuse to perform such excess hours (at the FERC takes any adverse action hourly rate above) [*]. ii. Illumina will not be required under this Agreement to [*]. iii. If requested by Customer, Illumina shall cooperate reasonably with Customer with respect to any information or documents that Customer requests that Customer believes are needed to assist Customer in securing Regulatory Approval of any Xxxxxx IVD Kit that is subject to this Agreement. For the Tariffs avoidance of doubt, such reasonable cooperation shall require Illumina to share any of its information or documents that are required by a governmental regulatory body in order for Customer to secure Regulatory Approval of any tariffs Xxxxxx IVD Kit that MPL may file is subject to this Agreement. However, *CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. nothing contained herein or in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until construed to require that Illumina disclose any information or document, regardless of whether it is trade secret or other proprietary information (collectively, “Regulatory Information”) directly to Customer if the governmental regulatory body from which Regulatory Approval is sought allows such Regulatory Information to be submitted to the regulatory body in the form of a stay device master file or similar filing to support Regulatory Approval of any Xxxxxx IVD Kit that is implemented or a finalsubject to this Agreement (collectively, non-appealable decision is rendered with respect to such adverse action“DMF”). If Illumina submits a finalDMF to a regulatory body, non-appealable decision is ultimately issued by the FERC and confirmed by Illumina shall simultaneously submit a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory letter to the provisions regulatory body, with a copy to Customer, authorizing the regulatory body to refer to that DMF in support of this Agreementany submission for Regulatory Approval by Customer for a Xxxxxx IVD Kit. iv. Customer will promptly (within [*] of receipt) provide Illumina with [*]of any and all correspondence received from any regulatory authority pertaining to obtaining or maintaining Regulatory Approval for a Xxxxxx IVD Kit, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms but only to the maximum extent permissible under such judgmentcorrespondence relates to Products. v. Illumina will promptly respond to any and all correspondence received from any regulatory authority that would impact Customer’s ability to obtain or maintain or the timelines for obtaining or maintaining Regulatory Approval for a Xxxxxx IVD Kit, provided that Customer is actively pursuing or maintaining such Regulatory Approvals. In Illumina shall notify Customer when it receives such correspondence and when it responds and will provide [*] of the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgmentcorrespondence and responses, then either Party may terminate this Agreement upon written notice but only to the other Partyextent such correspondence relates to a Xxxxxx IVD Kit. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In All authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods imposed by, any governmental body, agency or official (all of the event that foregoing, "Consents") which are necessary for the FERC takes consummation of the transactions contemplated hereby (including any adverse action with respect to consents or approvals required by the Tariffs FCC or any tariffs state public utility commissions), other than immaterial Consents the failure to obtain which would have no material adverse effect on the consummation of the transactions contemplated hereby and no Material Adverse Effect on Holdings or the Surviving Corporations, shall have been filed, have occurred or have been obtained (all such permits, approvals, filings and consents and the lapse of all such waiting periods being referred to as the "Requisite Regulatory Approvals") and all such Requisite Regulatory Approvals shall be in full force and effect, provided, however, that MPL may file a Requisite Regulatory Approval shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any state or federal governmental body, agency or official of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental body, which would reasonably be expected to either (i) have a Material Adverse Effect on Holdings or the Surviving Corporations, or (ii) prevent the parties hereto from realizing in all material respects the economic benefits of the transactions contemplated by this Agreement that such parties currently anticipate receiving therefrom; provided further, however, that until such time as the Requisite Regulatory Approvals have been obtained, there shall be no change in the futureownership or management of IWL, the Company or the Partnership and no transfer of control whatsoever over the governmental authorizations held by IWL, the Company or the Partnership except insofar as such change in each case that negatively affects the rights ownership or obligations management or transfer of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall control may be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority completed without obtaining regulatory approval in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement order to comply with any such judgment applicable federal, state and to retain the protections local laws, rules, regulations and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.policies;

Regulatory Matters. 9.1 In (a) None of UAE Holdings, UAE, MSW Holdings II, UAE XX XX, MSW Xxxxxx, Xxxx Erie nor any other Member of the event Company shall take any action, and each shall use commercially reasonable efforts to prevent any third-party action within its reasonable control, if such action would result in an Adverse QF Event or an Adverse PUHCA Event. Each of UAE Holdings, UAE, MSW Holdings II, UAE XX XX, MSW Xxxxxx, Xxxx Erie and each other Member of the Company hereby agrees to cooperate with any affected Member, and to use all commercially reasonable efforts, to remedy any Adverse QF Event or Adverse PUHCA Event. Each of UAE Holdings, UAE, MSW Holdings II, UAE XX XX, MSW Xxxxxx, Xxxx Erie and each other Member of the Company agrees to use commercially reasonable efforts not to acquire any interest in any electric utility or electric utility holding company that would result in an Adverse QF Event. Subject to the requirements above, in connection with any Transfer, MSW Holdings II, UAE XX XX, MSW Xxxxxx, Xxxx Erie and their respective Subsidiaries, or any other Member and any Subsidiary of such Member, as applicable, will request that the FERC takes proposed assignee represent either (i) that to its knowledge it does not have any adverse action with respect to stockholders who are "public utility companies" or "holding companies" within the Tariffs meaning of PUHCA (and if such transferor is a publicly owned corporation or a subsidiary of a publicly owned corporation, it may rely on the fact that publicly available 13(d) or 13(g) documents do not reveal ownership by "public utility companies" or "holding companies") or (ii) if it does know of such stockholders who are "public utility companies" or "holding companies," the amount of such ownership by such stockholders in such assignee. Unless otherwise required by law, none of MSW Holdings II, UAE XX XX, MSW Xxxxxx, Xxxx Erie or their respective Subsidiaries, or any tariffs other Member or any Subsidiary of such Member will consummate any Transfer if based on the information received by MSW Holdings II, UAE XX XX, MSW Xxxxxx, Xxxx Erie or such other Member, set forth above, such Transfer would result in an Adverse QF Event or if MSW Holdings II, UAE XX XX, MSW Xxxxxx, Xxxx Erie or such other Member or one of their respective Subsidiaries otherwise has knowledge that MPL may file such Transfer would result in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse actionan Adverse QF Event. If any such adverse action is not stayed pending appealparty breaches the covenants set forth in this Section 9.5(a), each Party’s obligations under this Agreement then the other parties shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect entitled to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed relief at law or in equity as may be awarded by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Partycompetent jurisdiction. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times Each of the Members agrees to support cause the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not Project Partnerships to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions an application for each of the Tariffs shall apply waste-to-energy projects of the Project Partnerships to the services provided by MPL pursuant be designated as an exempt wholesale generator under PUHCA and to this Agreementuse commercially reasonable efforts to secure such designation. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 11.1 Each Party, * , shall be responsible for seeking, obtaining and maintaining the Regulatory Approval for the Products in its Territory subject to the following conditions: (a) Information contained in or related to the application for Regulatory Approval or subsequent submissions shall be maintained in strict confidence by each Party in accordance with Section 15 of this Agreement. (b) Each Party shall inform the other Party within no more than five (5) business days of the receipt of Regulatory Approval and other significant decisions and actions that may be taken from time to time by the Regulatory Authorities, and shall forward copies of any correspondence from Regulatory Authorities relating thereto (accompanied by a certified translation in English of the same) within a reasonable time frame for such translation after the receipt of such correspondence. (c) In the event that a regulation governing Regulatory Approval is altered, at either Party’s reasonable request, the FERC takes any adverse action other Party shall provide the requesting Party with respect information and assistance to seek, obtain and maintain Regulatory Approval. (d) Each Party shall provide, or cause to be provided, to the Tariffs other Party a copy of any correspondence from the Regulatory Authorities or any tariffs governmental authority concerning the Regulatory Approval or any post-approval issues relating to the Product within five (5) business days upon receipt. All responses to the Regulatory Authorities or * Confidential portions omitted and filed separately with the Commission. governmental authorities shall be forwarded by the other Party for review prior to submission. (e) Each Party represents and warrants the other Party that MPL may file in it (i) is not an employer, officer or agent of a government within its Territory (ii) has never been subject to any disciplinary action by any governmental or regulatory authority within its Territory, and (iii) has never been the futuresubject of litigation involving allegations of fraud or corruption. Both Parties agree to indemnify and hold harmless the other from any breaches of or misrepresentations concerning the above. 11.2 Each Party shall be responsible, in each case that negatively affects its Territory, for seeking, obtaining and maintaining Regulatory Approvals such as (i) all licenses, registrations and permits required to be obtained by itself or its designees to enable it to market the rights or obligations of MPC under Product pursuant to this Agreement, MPL shall diligently defend and (ii) all approvals from the Tariffs, including appealing Regulatory Authorities regarding Marketing and advertising materials to be used by it in making and maintaining all filings that may be necessary or desirable in connection with obtaining and maintaining any such adverse action. If any such adverse action is not stayed pending appeal, Regulatory Approvals necessary for it to market the Product in its Territory. 11.3 Marketing and promotional materials related to the Product for use in each Party’s obligations under Territory shall be prepared by the respective Party in a manner consistent with relevant local statutes and regulations. 11.4 Each Party shall have responsibility for communications with the Regulatory Authorities concerning the Regulatory Approval and approval of Marketing and advertising materials in its Territory. Each Party shall advise the other Party of material developments and events relating to its regulatory responsibilities in writing within five (5) business days after notice of such material developments and events. 11.5 Each Party shall advise the other of any governmental visits to, or written or oral inquiries about, any facilities or procedures for the manufacture, storage, or handling of the Product, or the Marketing, promptly (but in no event later than five (5) business days) after notice of such visit or inquiry. Each Party shall, within five (5) business days of receipt or submission, furnish to the other Party any report or correspondence issued by or provided to the governmental authority in connection with such visit or inquiry. 11.6 Each Party shall collect and investigate complaints or inquiries as to the safety, quality or efficacy of the Product, and shall, within five (5) business days of the receipt of such complaint or inquiry, forward all complaints and inquiries to the other Party and to assist such other Party as may be required to allow it to comply with the laws, regulations and requirements, as in force in its Territory at the time of the Effective Date or as such law, regulations or requirements may subsequently be amended or legislated. Each Party shall respond to all complaints and inquiries relating to the Product in a timely manner. If an investigation by the other Party is needed in response to a complaint or inquiry, the other Party shall conduct such an investigation and will forward the results thereof to the requesting Party within a reasonable time. Each Party shall retain records of all Product related complaints, inquiries and Serious Adverse Events for a period of not less than three (3) years beyond the * Confidential portions omitted and filed separately with the Commission. termination or expiration of this Agreement or for such longer period as may be required by applicable law. 11.7 Each Party, at its sole cost and expense, shall have the responsibility for preparing and filing all required regulatory reports and updates and for conducting Post Marketing Surveillance (“PMS”) for the Products sold in its respective Territory. Each Party shall fully cooperate with the other Party in its efforts to conduct PMS and will provide to the other Party such assistance as may be suspended until a stay is implemented or a finalnecessary for the other Party to fully satisfy its PMS obligations, non-appealable decision is rendered including the collection of Product related information and the preparation of reports with respect to such adverse actioninformation. If a final, non-appealable decision is ultimately issued The scope and details of such cooperation shall be agreed upon by the FERC and confirmed by a court having Parties. 11.8 Upon completion of the development of the final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this AgreementProducts, then the both Parties shall negotiate collaborate to prepare and maintain a written standard operating procedure (an “SOP”) to handle any recalls of the Product in good faith both Parties’ Territories. Such SOP shall include, without limitation, prior notice to amend this Agreement to comply with and approval by the other Party of any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgmentrecall. In the event that (i) any governmental agency or authority issues a request or directive or orders that the Product be recalled or retrieved, (ii) a court of competent jurisdiction orders that the Product be recalled or retrieved or (iii) Aphton and Daiichi reasonably determine, after mutual consultation, that the Product should be recalled, retrieved or a “Dear Doctor” letter is required relating to restrictions on use of the Product, both Parties shall collaborate to conduct such activity and the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such appropriate corrective actions and do all shall execute the steps detailed in the SOP. In the event such things as MPL action results from either Party’s negligence or willful misconduct, such Party shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support be responsible for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelinesexpenses thereof. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions For purposes of this Agreement, the expenses of the action shall be the expenses of notification and return or destruction (if authorized by Daiichi) of units of the Product, the cost of replacement of the Product, any costs directly associated with the distribution of replacement Product and the expenses of compliance with all laws and regulations governing the recall, including attorneys’ fees. Otherwise, the Parties shall comply share equally the expenses of the action. Both Parties shall cooperate fully with one another in conducting any such action. Aphton shall destroy units of Product lawfully recalled only upon Daiichi’s (or any governmental authority’s) written instruction to destroy such units of Product, and only then in accordance with Daiichi’s procedures and instructions. Otherwise, Aphton may return the recalled units of Product to Daiichi within thirty (30) days after completion of the action. 11.9 Unless otherwise stated in this Section 11, both Parties shall create and maintain records of all present duties performed under this Section 11 and future Applicable Laws shall retain such records for the duration of any Governmental Authority having jurisdictionthis Agreement or as otherwise expressly set forth herein. (a) Aphton is authorized upon reasonable notice and at reasonable times to inspect Daiichi’s manufacturing facilities, operations and quality control records to review compliance with this Agreement at its own cost. All such inspection and review shall be subject to the obligations of confidentiality set forth in Section 15. Aphton shall provide Daiichi with copies of all notes, reports and other written documents, which contain information or data obtained during the inspection. Further, Aphton may designate a qualified third party to conduct such inspection provided that the third party shall sign a confidentiality agreement in a form * Confidential portions omitted and filed separately with the Commission. satisfactory to Daiichi. Aphton may exercise its rights under this Section 11.11 not more than once each Market Year. (b) Each Party shall maintain complete and accurate books and records in connection with its respective Commercialization efforts. Upon a reasonable written request of a Party (not to occur more than once per year), the other Party shall permit the requesting Party to use an independent accounting firm to inspect and audit such books and records to confirm that such other Party is complying with its Commercialization and payment obligations under this Agreement at the requesting Party’s cost; provided the requesting Party’s representatives conducting such inspection agree to be bound by confidentiality restrictions consistent with those set forth herein. In the event an audit reflects that there have been underpayments of royalties of at least 5%, Daiichi shall promptly reimburse Aphton for the cost of such audit.

Regulatory Matters. 9.1 In (a) All Key Permits held by Holdings, the event Borrower and the Subsidiaries are (i) legally and beneficially owned exclusively by Holdings, the Borrower or such Subsidiary, free and clear of all Liens other than Liens permitted pursuant to Section 8.3, and (ii) validly registered and on file with the applicable Governmental Authority, in compliance with all filing and maintenance requirements (including any fee requirements) thereof, and are in good standing, valid and enforceable with the applicable Governmental Authority. All notices, registrations and listings, supplemental applications or notifications, reports (including reports of adverse experiences) and other filings required to be filed by Holdings, the Borrower, the Subsidiaries or, to the knowledge of the Borrower, received from any of their respective suppliers with respect to any Product have been filed with the FDA and all other applicable Governmental Authorities. To the knowledge of the Borrower, the factual basis for the application to the FDA in respect of, and leading to, the Wakix ODE was true, correct and complete in all material respects as of the date such factual basis was represented to the FDA and as of the date such factual basis was required to be represented to the FDA, and no misstatements or omissions in such factual basis have arisen between such dates and the date hereof. None of Holdings, the Borrower or any of the Subsidiaries has received any written notice that any Key Permits have been or are being revoked, withdrawn, suspended, limited or challenged. (i) Except where the FERC takes failure to do so would not reasonably be expected to result in a Material Adverse Effect, the Products, as well as the business of Holdings, the Borrower and the Subsidiaries, comply with (A) all applicable Laws, including, without limitation, all applicable requirements of the FD&C Act, the PHSA and similar state Laws and (B) all Product Authorizations and other Key Permits; (ii) none of Holdings, the Borrower and the Subsidiaries, nor, to the knowledge of the Borrower, their respective suppliers, have received any adverse action inspection reports, warning letters or untitled letters with respect to any Product of Holdings, the Borrower and the Subsidiaries, from any Governmental Authority that assert a lack of compliance with the FD&C Act, the PHSA and similar state Laws; (iii) none of Holdings, the Borrower or any of the Subsidiaries has received any written notice of, or otherwise have knowledge of, any pending regulatory enforcement action, investigation or inquiry against Holdings, the Borrower or any of the Subsidiaries, or any of their respective suppliers with respect to the Tariffs Products, and, to the knowledge of the Borrower, there is no basis for any adverse regulatory action against Holdings, the Borrower or any tariffs that MPL may file in of the futureSubsidiaries or their respective suppliers, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the TariffsProducts; and (iv) without limiting the foregoing, including any increased rates based on (A) to the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions knowledge of the Tariffs shall apply to Borrower (1) there have been no Product recalls, safety alerts, withdrawals, clinical holds, marketing suspensions or removals, undertaken or issued by any Person, whether or not at the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreementrequest, the Parties shall comply with all present and future Applicable Laws demand or order of any Governmental Authority having jurisdictionor otherwise, with respect to any Product, (2) no such Product recalls, safety alerts, corrections, withdrawals, marketing suspensions or removals have been requested, demanded or ordered by any Governmental Authority, and, to the knowledge of the Borrower, there is no basis for the issuance of any such product recalls, safety alerts, corrections, withdrawals, marketing suspensions or removals by any Person with respect to any Products, and (B) none of Holdings, the Borrower or any of the Subsidiaries has received any written notice of, and does not otherwise have knowledge of, any criminal, injunctive, seizure, detention or civil penalty actions that have at any time been commenced or threatened in writing by any Governmental Authority with respect to or in connection with any Products, or any consent decrees (including plea agreements) which relate to any Products, and, to the knowledge of the Borrower, there is no basis for the commencement for any criminal injunctive, seizure, detention or civil penalty actions by any Governmental Authority relating to the Products or for the issuance of any consent decrees. None of Holdings, the Borrower and the Subsidiaries nor, to the knowledge of the Borrower, any of their respective suppliers is employing or utilizing the services of any individual who has been debarred under any FDA regulations. (c) All clinical trials conducted by or, to the knowledge of Borrower, on behalf of Holdings, the Borrower and the Subsidiaries with respect to any Product have been conducted in compliance with cGCPs. None of Holdings, the Borrower and the Subsidiaries has received any written notice from FDA or any other Governmental Authority alleging any non-compliance with cGCPs or otherwise terminating or suspending any clinical trial (in-whole or in-part) conducted by or on behalf of Holdings, the Borrower and the Subsidiaries with respect to any Product. No clinical trial conducted by or, to the knowledge of the Borrower, on behalf of Holdings, the Borrower and the Subsidiaries with respect to any Product has used any clinical investigator who has been disqualified under FDA regulations. (d) With respect to Products, (i) all design, manufacturing, storage, distribution, packaging, labeling, sale, recordkeeping and other activities by Holdings, the Borrower or any of its Subsidiaries and, to the knowledge of the Borrower, their respective suppliers relating to the Products have been conducted, and are currently being conducted, in compliance with the applicable requirements of the FD&C Act, the PHSA and other requirements of the FDA and all other applicable Governmental Authorities, including, without limitation, cGMPs and adverse event reporting requirements, and (ii) none of Holdings, the Borrower or any of its Subsidiaries, or, to the knowledge of the Borrower, any of their respective suppliers, has received written notice or threat of commencement of action by any Governmental Authority to withdraw its approval of to enjoin production of the Products at any facility, or otherwise to seize any Product. To the knowledge of Borrower, no Product in the inventory of Holdings, the Borrower or any of its Subsidiaries, or otherwise currently in commercial distribution is adulterated or misbranded. All advertising or other promotion of all Products by Holdings, the Borrower or any of its Subsidiaries has been conducted in compliance with applicable FDA requirements for advertising and promotion of pharmaceuticals. (e) All manufacturing facilities owned or operated by Holdings, the Borrower or any of the Subsidiaries, or, to the knowledge of the Borrower, used in the production of any Product, are and have been operated in compliance with cGMPs and all other applicable Laws. To the knowledge of the Borrower, the FDA has not issued any written Form 483, Warning Letter, or untitled letter with respect to any such facility, or otherwise alleged any non-compliance with cGMPs. (f) The Borrower has made available to the Lenders all written material adverse event reports and communications to or from FDA (if any) and other relevant Governmental Authorities of which it has or had a copy, including written inspection reports, warning letters, untitled letters, and material reports and studies, other than opinions of counsel that are attorney-client privileged, with respect to regulatory matters relating to Holdings, the Borrower and the Subsidiaries, the conduct of their business, the operation of any manufacturing facilities owned or operated by Holdings, the Borrower or any of the Subsidiaries, and the Products. The Borrower has made available to the Lenders all Key Permits and material written correspondence submitted to or received from FDA, CMS or other Governmental Authority (including minutes and official contact reports relating to any material communications with any Governmental Authority) of which it has or had a copy. (g) All studies, tests and preclinical and clinical trials conducted relating to the Products by or, to the knowledge of Borrower, on behalf of Holdings, the Borrower or any of and the Subsidiaries and, to the knowledge of the Borrower, their respective licensees, licensors and third party services providers and consultants, have been conducted, and are currently being conducted, in full compliance with all applicable Laws, including, but not limited to, the FD&C Act, the PHSA, current good clinical practices and, to the extent required by FDA guidances and regulations, current good laboratory practices, except to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Material written summaries related to such studies, tests and trials have been made available to the Lenders. To the knowledge of the Borrower, the summaries and descriptions of any of the foregoing provided to the Lenders are accurate in all material respects and contain no material omissions. None of Holdings, the Borrower and the Subsidiaries, or, to the knowledge of the Borrower, any of their respective licensees, licensors or third party services providers or consultants, has received from the FDA or other applicable Governmental Authority any written notices or correspondence requiring the termination, suspension, material modification or clinical hold of any studies, tests or clinical trials with respect to or in connection with the Products. (h) There has been no material untrue statement of fact and no fraudulent statement made by Holdings, the Borrower or any of the Subsidiaries, or, to the Borrower’s knowledge, any of their respective agents or representatives to the FDA or any other Governmental Authority, and there has been no failure to disclose any material fact required to be disclosed to the FDA or any other Regulatory Agency. (i) There is no arrangement relating to Holdings, the Borrower or the Subsidiaries providing for any rebates, kickbacks or other forms of compensation that are unlawful to be paid to any Person in return for the referral of business or for the arrangement for recommendation of such referrals. All xxxxxxxx by Holdings, the Borrower and the Subsidiaries for their services have been true and correct in all material respects and are in compliance in all material respects with all applicable Laws, including the Federal False Claims Act or any applicable state false claim or fraud law. None of Holdings, the Borrower and the Subsidiaries has received any written notice from the United States Department of Justice, any U.S. Attorney, any State Attorney General, or other similar Governmental Authority alleging any violation of the Federal Anti-kickback Statute, the Federal False Claims Act, the Foreign Corrupt Practices Act, any applicable federal Laws, or similar state or foreign Laws. (j) The transactions contemplated by the Investment Documents (or contemplated by the conditions to effectiveness of any Investment Document) will not impair Holdings’, the Borrower’s or any of the Subsidiaries’ ownership of or rights under (or the license or other right to use, as the case may be) any Key Permits relating to the Products. (k) No right of Holdings, the Borrower or any of the Subsidiaries to receive reimbursements pursuant to any government program or private program has ever been terminated or otherwise adversely affected as a result of any investigation or enforcement action, whether by any Governmental Authority or other Third Party, and none of Holdings, the Borrower or any Subsidiary has been the subject of any inspection, investigation, or audit, by any Governmental Authority for the purpose of any alleged improper activity. (l) None of Holdings, the Borrower or any of the Subsidiaries, nor, to the Borrower’s knowledge, any individual who is an officer, director, manager, employee, agent or managing agent of Holdings, the Borrower or any of the Subsidiaries has been convicted of, or, to the Borrower’s knowledge, charged with or investigated for any federal or state health program-related offense or any other offense related to healthcare or been excluded or suspended from participation in any such program; or, to the Borrower’s knowledge, within the past five (5) years, has been convicted of, or, to the Borrower’s knowledge, charged with or investigated for a violation of Laws related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation or controlled substances, or has been subject to any judgment, stipulation, order or decree of, or criminal or civil fine or penalty imposed by, any Governmental Authority related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation or controlled substances. None of Holdings, the Borrower or any of the Subsidiaries, nor, to the Borrower’s knowledge, any individual who is an officer, director, employee, agent or managing agent of Holdings, the Borrower or any of the Subsidiaries has been convicted of any crime that has resulted or would reasonably be expected to result in a debarment under 21 U.S.C. Section 335a. No debarment proceedings under any FDA regulation in respect of the business of Holdings, the Borrower or any of the Subsidiaries are pending or, to the Borrower’s knowledge, threatened against Holdings, the Borrower, any of the Subsidiaries or, to the knowledge of the Borrower, any individual who is an officer, director, manager, employee, agent or managing agent of Holdings, the Borrower or any of the Subsidiaries.

Regulatory Matters. 9.1 In (a) Super 8-X. Xxxx and Deseo shall cooperate to promptly prepare and file with the event that SEC a Super 8-K (the FERC takes “Super 8-K”) announcing the Contribution and describing Cody’s business in compliance with applicable SEC regulations. Deseo, with Cody’s cooperation, shall use its commercially reasonable efforts to respond to any adverse action SEC review of the Super 8-K under the Securities Act as promptly as practicable after such filing. Deseo shall also use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals as may be required to carry out the transactions contemplated by this Agreement, and Cody shall furnish all information concerning Cody as may be reasonably requested in connection with the foregoing actions. Deseo shall, as promptly as reasonably practicable after receipt thereof, provide Cody with copies of any written comments and advise the other party of any oral comments received from the SEC with respect to the Tariffs or any tariffs that MPL may file in Super 8-K. The parties shall cooperate and provide the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until other with a stay is implemented or a final, non-appealable decision is rendered reasonable opportunity to review and comment with respect to any comments of the SEC and any amendment or supplement to the Super 8-K prior to filing such adverse actionwith the SEC and will provide each other with a copy of all such filings with the SEC to the extent not otherwise publicly available. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory at any time prior to the provisions Closing Date, Deseo or Cody has knowledge of this Agreementany information relating to Deseo, then Cody or any of their respective officers, directors or other affiliates, which should be set forth in an amendment or supplement to the Parties shall negotiate in good faith to amend this Agreement to comply with Super 8-K so that any such judgment and document would not include any misstatement of a material fact or omit to retain state any material fact necessary to make the protections and structures reflected by its current terms statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party and, to the maximum extent permissible under required by applicable Laws, an appropriate amendment or supplement describing such judgment. In information shall be promptly filed with the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period SEC. (b) Each of time (which shall not be less than thirty (30) Days) after the issuance of such final judgmentDeseo and Cody shall, then either Party may terminate this Agreement upon written notice request, furnish to the other Party. 9.2 MPC hereby agrees: (a) to take all information concerning itself, its Subsidiaries, directors, officers and stockholders and such actions and do all such things other matters as MPL shall may be reasonably request necessary or advisable in connection with its applications forpreparation and filing of the Super 8-K or any other statement, filing, notice or application made by or on behalf of Deseo or Cody to any Governmental Authority, including, without limitation, FINRA, in connection with the Contribution and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to other transactions contemplated by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out (c) Each of Deseo and Cody shall promptly advise the terms and provisions other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the Parties shall comply with all present and future Applicable Laws receipt of any Governmental Authority having jurisdictionsuch approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other Party with a copy of such communication.

Regulatory Matters. 9.1 In the event that the FERC takes any adverse action with respect to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) Each Partner recognizes and acknowledges that the business conducted by the Partnership and its Subsidiaries is subject to take all complex regulatory provisions relating to fisheries management, vessel documentation and ownership and other maritime matters. The Partnership is required to satisfy certain foreign ownership requirements that require the provision of detailed information and may require alterations in the Partnership's capital structure and/or ownership. Each Partner agrees, at the request of the General Partner, promptly to furnish to the General Partner such actions information as to such Partner's citizenship, domicile or residence, management, ownership, and do all capital structure (and, to the extent it is able to obtain it, such things information as MPL to the citizenship, domicile or residence, management, ownership and capital structure of each Person that holds, directly or indirectly, an equity interest in or other right to Control such Partner) as the General Partner shall reasonably request in connection order to comply, or to evaluate the Partnership's compliance, with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; such regulatory requirements. (b) Each Partner agrees that if at all times to support the Tariffs specified any time it or its Affiliates holds an interest in this Agreement any Person, vessel, processing facility or other assets as a rate that MPC has agreed to pay; result of which any limitation or restriction is imposed (cor but for this provision would be imposed) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge quantity of any fish or shellfish which may be harvested or processed by the Partnership or its subsidiaries and agree that MPL operates the Pipeline System as a common carrier, their successors and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and assigns under applicable provisions of the Tariffs American Fisheries Act and any regulations thereunder or relevant thereto, there shall apply automatically be redeemed (retroactively as of the date such limitation or restriction would have been applicable) and exchanged for Redemption Securities a number of Units held by such Partner sufficient to cause such limitation or restriction not to be applicable or further applicable. The principal amount of the services provided by MPL pursuant Redemption Securities issued in exchange for Regular Units shall be their Fair Market Value. The principal amount of the Redemption Securities issued in exchange for Junior Preferred Units shall be the face amount of such Junior Preferred Units. No affected Partner shall have any right to this Agreementoppose, retard, object to or otherwise inhibit such redemption, which shall be automatic and irrevocable. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) There are no pending or, to the event knowledge of Purchaser, threatened, disputes or controversies between Purchaser and any federal, state or local governmental authority that (i) would reasonably be expected to prevent or impair the FERC takes ability of Purchaser to perform its obligations under this Agreement in any adverse action material respect, or (ii) would reasonably be expected to impair the validity or materially delay consummation of this Agreement or the transactions contemplated hereby. Purchaser has not received any indication from any federal, state or other governmental agency having jurisdiction over the Purchaser that such agency would oppose or refuse to grant or issue its consent or approval, if required, with respect to the Tariffs transactions contemplated hereby. Purchaser believes that it satisfies all capital and other regulatory requirements necessary to obtain all Regulatory Approvals. To the best knowledge of the Purchaser, Purchaser will not be required to divest deposit liabilities, branch loans or any tariffs that MPL may file in business or line of business or to increase or raise capital as a condition to the future, in each case that negatively affects receipt of any of the rights Regulatory Approvals. Purchaser has no knowledge of any fact or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect circumstance relating to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner Purchaser that is fundamentally contradictory reasonably likely to materially impede or delay receipt by Purchaser of any of the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other PartyRegulatory Approvals. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at The deposits of Purchaser are insured by the FDIC in accordance with the FDIA and Purchaser has paid all times to support assessments due and has filed all reports required by the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; FDIC. (c) not directly As of the date hereof, without giving effect to the transactions contemplated hereby, and following the consummation of the transactions contemplated hereby, on a pro forma basis, Purchaser is and will (i) remain "well capitalized", as defined in the FDIA and the regulations of the FDIC thereunder, and (ii) meet all capital requirements, standards and ratios required by each state and federal bank regulatory agency having supervisory jurisdiction over Purchaser, and no such regulator has indicated that it will condition any of the Regulatory Approvals upon an increase in Purchaser's capital or indirectly take on Purchaser's compliance with any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and special capital requirement, standard or ratio. (d) not to file Purchaser was rated "Satisfactory" or better following its most recent Community Reinvestment Act examination by each of the federal and state regulatory agencies responsible for its supervision. Purchaser has received no notice and has no knowledge of any action, protest, complaint planned or other action with the FERC with respect threatened objection to the Tariffstransactions contemplated hereby by any public body, including any increased rates based on the inflationary index referred to in Section 3.12governmental official, customer or community group. 9.3 The Parties acknowledge (e) Purchaser has a "satisfactory" or better record of compliance with and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions has not been cited for any violation of the Tariffs shall apply to applicable cash transactions recordkeeping and reporting requirements that would prevent, hinder or delay the services provided by MPL pursuant to this Agreement. 9.4 In carrying out obtaining of the terms Regulatory Approvals. Purchaser has a satisfactory record of diligence in combating money laundering and provisions of this Agreement, the Parties shall comply compliance with all present applicable law and future Applicable Laws of any Governmental Authority having jurisdictionregulations regarding Specially Designated Nationals.

Regulatory Matters. 9.1 In (a) Without limitation of Section 3.1, Gilead, under the event that oversight of the FERC takes JDC and with the participation of BMS as described in this Section 3.4, shall have primary responsibility for preparing and filing all necessary Regulatory Documentation and for acting as liaison on behalf of the JV for all communications with the Regulatory Authorities in the Territory relating to the obtaining of approval of the Combination Product in the Field, in the case of the United States, under an NDA separate from the respective NDAs for Sustiva, Viread, Emtriva and Truvada, and in the case of Canada, under an NDS separate from the respective NDSs for Sustiva, Viread, Emtriva and Truvada. Gilead shall prepare and file all Combination Product Regulatory Documentation with Regulatory Authorities in the Territory in the name of the JV. All submissions of Combination Product Regulatory Documentation consisting of any adverse action INDs, NDAs, sNDAs, CTAs, NDSs, SNDSs, CMC Data, drug master files and PSURs (collectively, the “Key Regulatory Submissions”) shall be approved in advance by the JDC (which shall not delegate such approval to any subcommittees or groups referred to in Section 2.6(g)). If permitted by Applicable Law, the label for the Combination Product shall list the agents in the following order: [ * ]. For the avoidance of doubt, this Section 3.4(a) shall not apply with respect to obtaining and maintaining the Tariffs [ * ]. (b) Gilead shall notify BMS as early as reasonably practicable in advance of all meetings (whether face to face or any tariffs that MPL may file by teleconference) and communications with representatives of the Regulatory Authorities in the futureTerritory concerning the Combination Product and in order to provide BMS with an opportunity to be present at such meetings and to review and comment on such communications; provided, however, that in each case that negatively affects the rights or obligations of MPC under this Agreementno event shall Gilead, MPL shall diligently defend the Tariffs[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, including appealing MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. after using reasonable efforts to provide BMS with an opportunity to be present at any such adverse action. If meeting or to review and comment on such communications, be required to postpone any such adverse action is not stayed pending appealmeeting to ensure that BMS attends such meeting or to postpone any such communication in order to ensure that BMS’ comments are received by Gilead in advance of its submission to Regulatory Authorities, each Party’s obligations under this Agreement shall be suspended until as the case may be. In order to enhance the efficiency of the Member Parties’ coordination on regulatory matters concerning the Combination Product, and increase the likelihood that BMS will have a stay is implemented or a finalmeaningful opportunity to participate in such activities, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by during the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions term of this Agreement, then BMS will cause one of its employees with the Parties necessary regulatory expertise and decision-making authority to be dedicated on a full-time basis to serving as a conduit for BMS’ participation in such activities. Gilead shall negotiate promptly forward to BMS in good faith advance of any such meeting copies of all documents and other relevant information relating to amend such meeting. Notwithstanding anything contained in this Agreement to comply with the contrary, (i) at any such judgment meeting with, or any such communication to, the Regulatory Authorities in the Territory concerning the Combination Product, at which BMS and Gilead are present or in which both Member Parties participate, each Member Party shall take the lead on matters relating to retain its respective Single Agent Product(s) or Double Agent Product and (ii) at any such meeting with, or any such communication to, such Regulatory Authorities concerning the protections and structures reflected by its current terms Combination Product, at which only one Member Party meets or in which communication only one Member Party participates (without the other Member Party’s presence or participation), such Member Party shall not engage in any substantive discussions pertaining to the maximum extent permissible under such judgment. In other Member Party’s Single Agent Product(s) or Double Agent Product, as the event the Parties are unable to reach agreement case may be, including, without limitation, with respect to such an amendment within a reasonable period API consisting of time (which EFV, TDF or FTC, as the case may be, as it relates to the Combination Product. Notwithstanding anything in this Section 3.4(b) to the contrary, this Section 3.4(b) shall not be less than thirty apply with respect to obtaining and maintaining the [ * ]. (30c) Days) after the issuance of such final judgment, then either Each Member Party may terminate this Agreement upon written notice shall promptly forward to the other Party. 9.2 MPC hereby agrees: Member Party any written communications received from representatives of the Regulatory Authorities relating to the Combination Product. BMS shall provide Gilead with full access to and copies (aincluding electronic copies if requested) to take all such actions of the BMS Regulatory Documentation, including without limitation the NDA and do all such things NDS for Sustiva, as MPL shall Gilead may reasonably request in connection with (and solely for the purpose of) the performance of its applications forduties under this Section 3.4. Notwithstanding anything in this Section 3.4(c) to the contrary, this Section 3.4(c) shall not apply with respect to obtaining and maintaining the processing of, any necessary certificates, approvals and authorizations [ * ]. (d) Nothing in this Section 3.4 shall prohibit or restrict either Member Party from communicating with the Regulatory Authorities on matters relating to the Exploitation of any applicable Governmental Authorities; (bof its respective Single Agent Product(s), Double Agent Product or other pharmaceutical products. Each Member Party shall promptly notify the other Member Party of any label change for the first Member Party’s respective Single Agent Product(s) at all times or Double Agent Product that may result in a label change for the Combination Product. If any communications from Regulatory Authorities regarding potential label changes for the Combination Product are reasonably expected to support the Tariffs specified lead to a label change for a Member Party’s Single Agent Product or Double Agent Product, then, notwithstanding anything in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly the contrary, the affected Member Party shall take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC lead in this Agreement; and (d) not to file any action, protest, complaint or other action dealing with the FERC with respect to the TariffsRegulatory Authorities on such matter. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, including any increased rates based on the inflationary index referred to in Section 3.12MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 (a) Each Stockholder acknowledges, represents, warrants and agrees that this Agreement (i) relates only to the shares of capital stock of the Corporation, (ii) will terminate in accordance with Section 6.03, and (iii) does not create an association among the Stockholders to engage in activities other than through the Corporation. In addition, each Stockholder acknowledges, represents, warrants and agrees that such Stockholder has complied and will comply with the event requirements of any applicable Federal Reserve passivity and anti-association commitments which it has made (subject to the Corporation’s compliance with the agreements set forth in Section 6.19(c)). (b) No Stockholder (other than a Xxxx Stockholder) shall take, permit or allow any action that would cause such Stockholder or an Affiliate of such Stockholder to be required to register as a bank holding company under the FERC takes any adverse action BHC Act or a savings and loan holding company under HOLA with respect to the Tariffs Corporation or its Subsidiaries. (c) Unless approved in advance by the affected Stockholder and the Corporation, neither the Corporation nor any Stockholder shall take, permit or allow any action (including repurchases or redemptions by the Corporation) that would cause (i) another Stockholder or an Affiliate of another Stockholder to be required to register as a bank holding company under the BHC Act or a savings and loan holding company under HOLA or to be required to file prior notice under the Change in Bank Control Act of 1978, as amended or (ii) the Beneficial Ownership of any Stockholder (together with its Affiliates) to exceed its Ownership Limit. (d) No Stockholder shall take, permit or allow any action that would cause the Corporation or any tariffs other insured depository institution that MPL is a direct or indirect Subsidiary of the Corporation to become a “commonly controlled insured depository institution” (as that term is defined and interpreted for purposes of 12 U.S.C. § 1815(e), as may file be amended or supplemented from time to time, and any successor thereto) with respect to any institution that is not a direct or indirect Subsidiary of the Corporation. (e) Each Stockholder that breaches its obligations under this Section 6.19, or that believes it is reasonably likely to breach such obligations, shall immediately notify the Corporation and shall cooperate in good faith with the Corporation promptly to modify any ownership or other arrangements, or take any other action, as is necessary to cure or avoid such breach; provided that no such modification shall require any other Stockholder to increase or decrease its ownership interest in the futureCorporation without the consent of such Stockholder. (f) At the request of the Corporation, each Stockholder agrees to promptly provide any such information that the Federal Reserve or any other bank or thrift regulatory agency may request in connection with any application or other filing required to be made by the Corporation or may otherwise reasonably request, and undertakes that such information shall be true and accurate; provided that, in each case lieu of the foregoing, any Stockholder may, in its sole discretion, provide directly to the Federal Reserve or such other regulatory agency any such information that negatively affects such Stockholder deems to be proprietary or confidential in nature. Notwithstanding anything herein to the rights contrary, no Stockholder shall be required to provide (i) information regarding its investors solely in their capacities as limited partners or obligations other similar passive equity investors (except that the Corporation may request such information from such Stockholder to the extent required in connection with information requests from a Governmental Entity and such Stockholder subject to clause (ii)(A) shall be required to provide such information), and shall be entitled to request confidential treatment from any Governmental Entity and not disclose to the Corporation any information that is confidential and proprietary to such Stockholder or (ii) any information, the disclosure of MPC under which either (A) is prohibited by applicable law or contract (and the Stockholders shall not be obligated to seek the consent of any person to such disclosure) or (B) in the reasonable judgment of such Stockholder’s investment adviser, would be adverse to the interests of such Stockholder or such investment adviser or their respective partners or clients. (g) Notwithstanding anything to the contrary contained in this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this AgreementSection 6.19 shall supersede and control with respect to any other provision of this Agreement that may conflict with or that may result in a breach of any of the provisions described in this Section 6.19 and the provisions of this Section 6.19 shall apply, then mutatis mutandis, to all of the Parties shall negotiate in good faith provisions of this Agreement to amend the extent necessary to cause such other provisions of this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other PartySection 6.19. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) Except as provided otherwise in this Agreement, from and after the transfer by the Seller to the Buyer of each Governmental Approval pursuant to the terms hereof, the Buyer, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Entity required by Law in respect of such Governmental Approval, including, without limitation, securing, maintaining, and/or amending the National Drug Code for each Product of the Business and preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental Entity; (ii) taking all actions and conducting all communication with third parties in respect of Products sold pursuant to such Governmental Approval (whether sold before or after transfer of such Governmental Approval), including, without limitation, responding to all complaints in respect thereof, including complaints related to tampering or contamination; and (iii) investigating all complaints and adverse drug experiences in respect of Products sold pursuant to such Governmental Approval (whether sold before or after transfer of such Governmental Approval). (b) Except as otherwise provided in this Agreement (i) from and after the transfer by the Seller to the Buyer of each Governmental Approval pursuant to the terms hereof, the Seller shall promptly notify the Buyer if the Seller receives a complaint or a report of an adverse drug experience in respect of a Product sold pursuant to such Governmental Approval, and (ii) for six (6) months after the transfer by the Seller to the Buyer of the Governmental Approvals pursuant to the terms thereof, the Seller shall cooperate with the Buyer's reasonable requests and use commercially reasonable efforts to assist the Buyer in connection with the investigation of and response to any complaint or adverse drug experience related to a Product manufactured and released by or on behalf of the Seller. (c) From and after the transfer by the Seller to the Buyer of each Governmental Approval pursuant to the terms hereof, the Buyer shall control and be responsible for conducting all voluntary and involuntary recalls, Product withdrawals and field alerts of units of Products sold pursuant to such Governmental Approval (whether sold before or after transfer of such Governmental Approval), including recalls, Product withdrawals and field alerts required by any Governmental Entity of units of Products manufactured or released by or on behalf of the Seller. The Seller promptly shall notify the Buyer in the event that a recall, Product withdrawal or field alert of any units of Product manufactured and released by or on behalf of the FERC takes Seller is requested by any adverse action Governmental Entity. The Buyer shall consult with the Seller with respect to the Tariffs necessity and procedures for any recall, Product withdrawal or any tariffs that MPL may file in field alert for which the future, in each case that negatively affects the rights or obligations of MPC Buyer is entitled to indemnification under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other PartySection 6.1(c). 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) Subject to Section 4.2(c), each Stockholder shall, and shall use reasonable best efforts to cause its Affiliates to, use their respective reasonable best efforts, consistent with the event time frames set forth in Section 6.1 and 6.2 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws (collectively, the “Regulatory Filings”) that are required or advisable as a result of, or pursuant to, the FERC takes Merger Agreement and the related financings and transactions, including information required or requested to be provided to any adverse action antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Disclosures”). Notwithstanding anything to the contrary herein, the Stockholders may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholders or any of their Affiliates as exclusive to the Stockholders and the Stockholders may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. No Stockholder shall make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company will not file any Regulatory Filings that contain information with respect to the Tariffs Stockholders or their Affiliates without first providing the Stockholders and their counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholders and their counsel. (b) Each Stockholder represents, warrants and covenants to Parent and to the Company that, to such Stockholder’s knowledge: (i) none of the information supplied in writing by such Stockholder specifically for inclusion or incorporation by reference in the Regulatory Disclosures will contain a material misstatement of fact or a material omission of fact necessary to make the information provided not misleading and (ii) such Stockholder does not and will not permit any entity under the “control” (defined in Section 721 of the Defense Production Act, as amended, including all implanting regulations thereof) of a People’s Republic of China national, or any tariffs entity under the “control” of a Russian Federation national, to obtain through any Affiliate, control with respect to the Company. The Stockholders shall (i) promptly notify the other parties of any material communication received by such Person from a Governmental Authority in connection with the Merger and permit the other parties to review and discuss in advance (and to consider in good faith any comments made by the other party in relation to) any proposed draft notifications, formal notifications (provided, however, that MPL filings made under the HSR Act need not be shared), filing, submission or other written substantive communication made in connection with the Merger to a Governmental Authority; and (ii) not independently participate in any meeting (whether in person, by telephone or videoconference) with or before any Governmental Authority in respect of the Merger without giving the other party reasonable prior notice of such meeting and, unless prohibited by such Governmental Authority, the opportunity to attend or participate. However, the Stockholders may file designate any non-public information provided to any Governmental Authority as restricted to “outside counsel” only and any such information shall not be shared with employees, officers or directors or their equivalents of the other party without approval of the party providing the non-public information; provided, however, that the Stockholders may redact any valuation and related information, or information that is protected by legal privilege, before sharing any information provided to any Governmental Authority with the other parties on an “outside counsel” only basis. (c) Notwithstanding the foregoing or anything to the contrary in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend none of the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under provisions of this Agreement shall be suspended until a stay construed as requiring the Stockholders to (i) make available to Parent or any other Person any of its internal investment committee materials or analyses or, other than Regulatory Disclosures, any information which the Stockholders consider to be commercially sensitive information or which is implemented or a final, non-appealable decision is rendered otherwise held subject to an obligation of confidentiality; and (ii) with respect to any Regulatory Disclosures, provide, or cause to be provided or agree or commit to provide information where the sharing of such adverse action. If a final, non-appealable decision is ultimately information as contemplated would be prohibited by laws applicable to the Stockholders or their Affiliates or any judgment or order issued by the FERC and confirmed by a any court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint competent jurisdiction or other action with the FERC with respect legal or regulatory restraint or prohibition applicable to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12or imposed upon it or its Affiliates. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) As promptly as practicable but in no event later than seventy-five (75) days following the event that date of this Agreement, CenterState, with the FERC takes assistance and cooperation of GFHF, shall promptly prepare and file with the SEC the Form S-4 together with the Proxy Statement which will be included in Form S-4, which shall provide for the registration of the shares to the CenterState Common Stock to be issued as a result of the Merger. Each of CenterState and GFHF shall use its commercially reasonable efforts to respond as promptly as practicable to any adverse action written or oral comments from the SEC or its staff with respect to the Tariffs Form S-4 or any tariffs that MPL may file in related matters. Each of GFHF and CenterState shall use its commercially reasonable efforts to have the futureForm S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. Upon the Form S-4 being declared effective, in each case that negatively affects GFHF shall thereafter mail or deliver the rights Proxy Statement to its shareholders. CenterState shall also use its commercially reasonable efforts to obtain all necessary state securities law or obligations of MPC under “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, MPL and GFHF shall diligently defend furnish all information concerning GFHF and the Tariffs, including appealing holders of GFHF Common Stock as may be reasonably requested in connection with any such adverse action. If at any time prior to the Effective Time any event occurs or information relating to GFHF or CenterState, or any of their respective affiliates, directors or officers, should be discovered by GFHF or CenterState that should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, so that either such adverse action is document would not stayed pending appealinclude any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, each Party’s obligations in light of the circumstances under this Agreement which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be suspended until a stay is implemented or a finalpromptly filed with the SEC and, non-appealable decision is rendered to the extent required by applicable law, disseminated to GFHF’s shareholders. (b) In addition to their obligations pursuant to Section 6.1(a), GFHF and CenterState shall make all necessary filings with respect to the Merger and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act and applicable foreign or state securities or “Blue Sky” laws and regulations promulgated thereunder and provide each other with copies of any such adverse actionfilings. If a finalCenterState shall advise GFHF, non-appealable decision is ultimately issued promptly after receipt of notice thereof, of (and provide copies of any notices or communications with respect to) the time of the effectiveness of the Form S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of CenterState Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the FERC SEC or its staff for amendment to the Proxy Statement or the Form S-4, comments thereon from the SEC’s staff and confirmed by a court having final authority CenterState’s responses thereto or request of the SEC or its staff for additional information. No amendment or supplement to the Proxy Statement or the Form S-4 shall be filed without the approval of each of GFHF and CenterState, which approval shall not be unreasonably withheld, conditioned or delayed. (c) Subject to the terms and conditions set forth in this Agreement, CenterState and GFHF shall, and shall cause their respective Subsidiaries to, use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective, in the matter that requires MPL to amend most expeditious manner practicable, the Tariffs in a manner that is fundamentally contradictory transactions contemplated by this Agreement, including (i) the satisfaction of the conditions precedent to the provisions obligations of GFHF (in the case of CenterState) or CenterState (in the case of GFHF) to the Merger, (ii) the obtaining of all necessary consents or waivers from third parties, (iii) the obtaining of all necessary actions or no-actions, waivers, consents, authorizations, permits, orders and approvals from, or any exemption by, any Governmental Entities and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement, then the . The Parties shall negotiate in good faith cooperate with each other and use their respective commercially reasonable efforts to amend this Agreement to comply with any such judgment promptly prepare and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications forfile, and the processing ofcause their respective Subsidiaries to prepare and file, any all necessary certificatesdocumentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of any applicable all third parties and Governmental Authorities; (b) at all times Entities that are necessary or advisable to support consummate the Tariffs specified in transactions contemplated by this Agreement as a rate that MPC has agreed (including the Merger and the Bank Merger), and to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at comply with the terms agreed to by MPC and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. In furtherance (but not in this Agreement; limitation) of the foregoing, CenterState shall, and (d) not shall cause CenterState Bank of Florida, N.A. to, use commercially reasonable efforts to file any actionrequired applications, protest, complaint notices or other action filings with the FERC FRB, the OCC, the FDIC and applicable state banking agencies within seventy-five (75) days of the date hereof. GFHF and CenterState shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to GFHF or CenterState, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. The Parties shall consult with each other with respect to the Tariffsobtaining of all permits, including any increased rates based on consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the inflationary index referred transactions contemplated by this Agreement, and each Party will keep the other apprised of the status of matters relating to in Section 3.12. 9.3 completion of the transactions contemplated by this Agreement. The Parties acknowledge shall promptly deliver to each other copies of all filings, orders and agree that MPL operates material correspondence to and from all Governmental Entities in connection with the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided transactions contemplated by MPL pursuant to this Agreement. 9.4 In carrying out (d) Each of CenterState and GFHF shall, upon request, furnish to the terms other all information concerning itself, its Subsidiaries, directors, officers and provisions shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of CenterState, GFHF or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger or any other transactions contemplated by this Agreement, . (e) Each of CenterState and GFHF shall promptly advise the Parties shall comply with all present and future Applicable Laws other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any Governmental Authority having jurisdictionsuch approval may be materially delayed.

Regulatory Matters. 9.1 In (a) Pledgors shall take, and shall cause the event Issuers to take, all action that the FERC takes any adverse action with respect to the Tariffs or any tariffs that MPL Agent may file request in the futureexercise of its rights and remedies hereunder, which includes the right to require Pledgors or the Issuers to transfer or assign the Pledged Stock to any party or parties. In furtherance of this right, Pledgors shall, and shall cause the Issuers, (i) to cooperate fully with the Agent in obtaining all approvals and consents from each case Governmental Authority that negatively affects the rights Agent may deem necessary or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing advisable to accomplish any such adverse actiontransfer or assignment of any part of the Pledged Stock and (ii) to prepare, execute and file with any Governmental Authority any application, request for consent, certificate or instrument that the Agent may deem necessary or advisable to accomplish any such transfer or assignment of any part of the Pledged Stock. If Pledgors fail to execute, or fail to cause the Issuers to execute, such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Documents may execute and file the same on behalf of such adverse action is not stayed pending appealPledgors or the Issuer, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by as the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to case may be. (b) To enforce the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement9, the Parties shall comply with all present and future Applicable Laws Agent is authorized to request the consent or approval of any Governmental Authority having jurisdictionto a voluntary or an involuntary transfer of control of the Issuers of any of the Pledged Stock. In connection with the exercise of its remedies under this Pledge Agreement, the Agent may obtain the appointment of a trustee or receiver to assume, upon receipt of all necessary Judicial or other Governmental Authority consents or approvals, control of the Issuers of any of the Pledged Stock. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Agent under this Pledge Agreement. (c) Pledgors acknowledge that the approval of each appropriate Governmental Authority to the transfer of control of the Issuers may be required, that the ownership thereof is integral to the Agent's realization of the value of such Pledged Stock, that there is no adequate remedy at law for failure by Pledgors and the Issuers to comply with the provisions of this Section 9 and that such failure could not be adequately compensable in damages and, therefore, Pledgors agree that the provisions of this Section 9 may be specifically enforced.

Regulatory Matters. 9.1 In If counsel to the event Agent, the Issuing Bank or any Lender, as the case may be, reasonably determines that the FERC takes consent of the FCC, any adverse action PUC, or other applicable regulatory authority is required in connection with respect to any of the Tariffs actions which may be taken by the Agent, the Issuing Bank or any tariffs that MPL of the Lenders, as the case may file be, in the futureexercise of their rights hereunder or under the other Loan Documents, then the Company, at its sole cost and expense, shall use its best efforts to secure such consent and to cooperate fully with the Agent, the Issuing Bank or the Lenders, as the case may be, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any action commenced by any such adverse actionPerson, to secure such consent. If any such adverse action is not stayed pending appealUpon the occurrence and during the continuation of an Event of Default, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a finalthe Company, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory subject to the provisions of applicable law, shall promptly execute and file and/or cause the execution and filing of all applications, certificates, instruments and other documents that the Agent, the Issuing Bank or the Lenders deem necessary or advisable to file in order to obtain any governmental consent, approval, or authorization, and if the Company fails or refuses to execute, or fails or refuses to cause another Person to execute, such documents, the clerk of any court with jurisdiction over the Loan Documents may execute and file the same on behalf of the Company. The Company recognizes that the FCC Licenses and other Franchises held by the Company and its Subsidiaries are unique assets which may have to be transferred in order for the Lenders and other Senior Secured Parties adequately to realize the value of their security interests. The Company further recognizes that a violation of this Agreement, then the Parties shall negotiate covenant would result in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms irreparable harm to the maximum extent permissible under such judgmentLenders and other Senior Secured Parties for which monetary damages are not readily ascertainable. Therefore, in addition to any other remedy which may be available to the Agent, the Lenders or other Senior Secured Parties, as the case may be, at law or in equity, the Agent, the Lenders or other Senior Secured Parties, as the case may be, shall have the remedy of specific performance of the provisions of this Subsection. To enforce the provisions of this Subsection 9.2.3, the Agent is authorized to request the consent or approval of the FCC, any PUC or other regulatory authority to a voluntary or an involuntary transfer of control of any FCC License or other Franchise. In connection with the event exercise of its - 91 - remedies under the Parties are unable Loan Documents, the Agent may obtain the appointment of a trustee or receiver to reach agreement with respect assume, upon receipt of all necessary judicial, FCC, PUC or other regulatory authority consents or approvals, control of the Company or any of its Subsidiaries. Such trustee or receiver shall have all rights and powers provided to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice it by law or by court order or provided to the Agent or the Lenders or other Party. 9.2 MPC hereby agrees: (a) Senior Secured Parties under the Loan Documents. In addition, the Company shall take, or cause to take all such actions and do all such things as MPL shall be taken, any action which the Agent may reasonably request in connection with order to obtain and enjoy the full rights and benefits granted to the Agent, the Lenders and other Senior Secured Parties by the Loan Documents, including, without limitation, at the Company's cost and expense, the exercise of its applications for, and the processing ofbest efforts to cooperate in obtaining FCC, any necessary certificatesPUC, approvals and authorizations or other regulatory approval of any applicable Governmental Authorities; (b) at all times to support action or transaction contemplated by the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to Loan Documents which is then required by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12law. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In 5.1. Within ten (10) business days following the event that the FERC takes any adverse action with respect to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions execution of this Agreement, the Parties shall comply submit this Agreement and the License and Supply Agreement to the Federal Trade Commission of the United States (“FTC”) and the Department of Justice of the United States (“DOJ” and, together with FTC, the “Agencies”) for review pursuant to Section 1112 of the Medicare Prescription Drug Improvement and Modernization Act of 2003. The Parties shall promptly in good faith coordinate the foregoing filings and respond promptly in good faith to any requests for additional information made by either of such Agencies. Each Party reserves the right to communicate with the FTC and/or DOJ regarding such filings as it believes appropriate. Each Party will keep the other Parties informed of such responses and communications and shall not disclose any confidential information of the other Parties without such other Party’s consent, which will not be unreasonably withheld or delayed. In the event that the FTC or DOJ threatens to institute a judicial or administrative proceeding raising material objections against any Party related to this Agreement or the License and Supply Agreement, or any subpart thereof, the Parties shall use Commercially Reasonable efforts to modify this Agreement and/or the License and Supply Agreement to address the objections raised by the FTC or DOJ while maintaining the material terms of the transaction. 5.2. If at any time this Agreement is rendered null and void with respect to the Territory, or any portion thereof by the actions of a Third Party or government entity, or if the Parties cannot fulfill their respective obligations with respect to this Agreement, it is the intent of the Parties that no Party will be in any way prejudiced with respect to its claims, causes of action, defenses and counterclaims in the Actions, and no consent judgment, order or dismissal entered by a Party pursuant to this Agreement in the Territory or portion thereof, as applicable, will be deemed an admission on the part of such Party, and the Parties would be free to assert any and all present claims and defenses with respect to the reinstated portion of the Actions in any future Applicable Laws litigation. In particular, if this Agreement is terminated for any reason: (a) Cumberland will have the right to recommence or refile the First Action before the Delaware Court and the Second Action before the Illinois Court; (b) each Party consents, with respect to any such refiled Action or declaratory judgment action, to (i) the jurisdiction of the Delaware Court with respect to the subject matter of the First Action and the jurisdiction of the Illinois Court with respect to the subject matter of the Second Action, and irrevocably and unconditionally waives any objection to the laying of venue in such courts or that the Actions or declaratory judgment action have been brought in an inconvenient forum, (ii) waive any statute of limitations defenses in connection with such recommenced or refiled Actions or declaratory judgment action, (iii) the License and Supply Agreement will immediately terminate; (iv) Perrigo and Xxxxxxx will have the right to defend themselves on any basis, including challenging the infringement, validity and enforceability of the Licensed Patents; and (v) the Agreement will not be available as evidence in any proceeding. Termination of this Agreement shall not release any Party from liability (in an action at law or otherwise) for any obligations, liabilities or damages incurred prior to such termination and arising out of a breach of any Governmental Authority having jurisdictionof its representations, warranties, covenants or agreements set forth in this Agreement. In addition, Article VI shall survive any termination of this Agreement.

Regulatory Matters. 9.1 In (a) As promptly as practicable following the event that date of this Agreement, Purchaser, with the FERC takes input, assistance and cooperation of Seller, shall promptly prepare and file with the SEC the Form S-4, in which the proxy statement will be included. Purchaser shall not file the Form S-4 without the approval of Seller, which approval shall not be unreasonably withheld, conditioned or delayed. Each of Purchaser and Seller shall use its commercially reasonable best efforts to respond as promptly as practicable to any adverse action written or oral comments from the SEC or its staff with respect to the Tariffs Form S-4 or any tariffs that MPL may file in related matters. Each of Seller and Purchaser shall use its commercially reasonable best efforts to have the futureForm S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. Upon the Form S-4 being declared effective, in each case that negatively affects Seller shall thereafter mail or deliver the rights proxy statement to its shareholders. Purchaser shall also use its commercially reasonable best efforts to obtain all necessary state securities law or obligations of MPC under “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, MPL and Seller shall diligently defend furnish all information concerning Seller and the Tariffs, including appealing holders of Seller Common Stock as may be reasonably requested in connection with any such adverse action. If at any time prior to the Effective Time any event occurs or information relating to Seller or Purchaser, or any of their respective affiliates, directors or officers, should be discovered by Seller or Purchaser that should be set forth in an amendment or supplement to the Form S-4, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable law, disseminated to Seller’s shareholders. (b) In addition to their obligations pursuant to Section 6.1(a), Seller and Purchaser shall make all necessary filings with respect to the Merger and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act and applicable foreign or state securities or “Blue Sky” laws and regulations promulgated thereunder and provide each other with copies of any such adverse action is not stayed pending appealfilings. Purchaser and Seller shall advise the other Party, promptly after receipt of notice thereof, of (and provide copies of any notices or communications with respect to) the time of the effectiveness of the Form S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of Purchaser Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment to the Form S-4, comments thereon from the SEC’s staff and each Party’s obligations under this Agreement responses thereto or request of the SEC or its staff for additional information. No amendment or supplement to the Form S-4 shall be suspended until a stay is implemented filed without the approval of each of Seller and Purchaser, which approval shall not be unreasonably withheld, conditioned or a finaldelayed. (c) Subject to the terms and conditions set forth in this Agreement, non-appealable decision is rendered Purchaser and Seller shall, and shall cause their respective subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with respect the other Party in doing, all things necessary, proper or advisable to such adverse action. If a finalconsummate and make effective, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend most expeditious manner practicable, the Tariffs in a manner that is fundamentally contradictory transactions contemplated by this Agreement, including: (i) the satisfaction of the conditions precedent to the provisions obligations of Seller (in the case of Purchaser) or Purchaser (in the case of Seller) to the Merger; (ii) the obtaining of all necessary consents or waivers from third parties; (iii) the obtaining of all necessary actions or no-actions, waivers, consents, authorizations, permits, orders and approvals from, or any exemption by, any Governmental Entities and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Authority; and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement, then the . The Parties shall negotiate in good faith cooperate with each other and use their respective commercially reasonable best efforts to amend this Agreement to comply with any such judgment promptly prepare and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications forfile, and the processing ofcause their respective subsidiaries to prepare and file, any all necessary certificatesdocumentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of any applicable all third parties and Governmental Authorities; (b) at all times Entities that are necessary or advisable to support consummate the Tariffs specified in transactions contemplated by this Agreement as a rate that MPC has agreed (including the Merger and the Bank Merger), and to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at comply with the terms agreed and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. In furtherance (but not in limitation) of the foregoing, Purchaser shall, and shall cause HeritageBank to, use commercially reasonable efforts to promptly file any required applications, notices or other filings with the FRB, the FDIC and applicable state banking agencies. Seller and Purchaser shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, any filing to be made with, or written materials to be submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by MPC in this Agreement; and (d) provided, that Purchaser shall not be required to provide Seller with the confidential portions of any filing with a Governmental Authority. Neither Party shall file any actionsuch required applications, protest, complaint notices or other action filings without the approval of the other Party, which approval shall not be unreasonably withheld, conditioned or delayed. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. The Parties shall consult with the FERC each other with respect to the Tariffsobtaining of all permits, including any increased rates based on consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the inflationary index referred transactions contemplated by this Agreement, and each Party will keep the other apprised of the status of matters relating to in Section 3.12. 9.3 completion of the transactions contemplated by this Agreement. The Parties acknowledge shall promptly deliver to each other copies of all filings, orders and agree that MPL operates material correspondence to and from all Governmental Entities in connection with the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided transactions contemplated by MPL pursuant to this Agreement. 9.4 In carrying out (d) Each of Purchaser and Seller shall, upon request, furnish to the terms other all information concerning itself, its subsidiaries, directors, officers and provisions shareholders and such other matters as may be reasonably necessary or advisable in connection with the proxy statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Seller or any of their respective subsidiaries to any Governmental Authority in connection with the Merger, the Bank Merger or any other transactions contemplated by this Agreement. (e) Each of Purchaser and Seller shall promptly advise the other upon receiving any communication from any Governmental Authority, the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, and promptly provide to the Parties other a copy of such communication; provided, that in no event shall comply Purchaser be obligated pursuant to this provision to share, provide, or otherwise disclose to Seller any confidential information regarding any Purchaser Entity. (f) Notwithstanding the obligations of Purchaser in this Section 6.1 or anything in this Agreement to the contrary, in no event shall Purchaser be required to accept any condition or requirement in connection with all present obtaining any consents, waivers or approvals, excluding standard conditions that are normally imposed by the regulatory authorities in bank merger transactions, that would, in the good faith reasonable judgment of the Board of Directors of Purchaser, materially and future Applicable Laws adversely affect the business, operations, financial condition, property or assets of any Governmental Authority having jurisdictionthe combined enterprise of Seller and Purchaser or otherwise materially impair the value of Seller to Purchaser.

Regulatory Matters. 9.1 (a) Each Stockholder acknowledges, represents, warrants and agrees that this Agreement (i) relates only to the shares of capital stock of the Company, (ii) will terminate in accordance with Section 7.03(c) of this Agreement, and (iii) does not create an association among the Stockholders to engage in activities other than through the Company. In addition, each Stockholder acknowledges, represents, warrants and agrees that such Stockholder has complied and will comply with the event that FDIC Statement of Policy and the FERC takes requirements of any adverse action applicable Federal Reserve standard passivity and anti-association commitments with respect to the Tariffs matters contemplated herein (subject to the Company’s compliance with the agreements set forth in subclause (c) below). (b) No Stockholder shall take, permit or allow any action that would cause such Stockholder or an Affiliate of such Stockholder to be required to register as a bank holding company under the BHCA with respect to the Company or its Subsidiaries. (c) Unless approved in advance by the affected Stockholder, neither the Company nor any Stockholder shall take, permit or allow any action (including repurchases or redemptions by the Company) that would cause (i) another Stockholder or an Affiliate of another Stockholder to be required to register as a bank holding company under the BHCA or to be required to file prior notice under the Change in Bank Control Act or (ii) the beneficial ownership of any Stockholder or its Affiliates to exceed its Maximum Committed Percentage and Maximum Voting Percentage (as applicable to each Stockholder based upon its holdings immediately following the closing of the transactions contemplated by the Investment Agreement) of any class of the outstanding voting securities of the Company. (d) No Stockholder shall take, permit or allow any action that would cause the Company or any tariffs other insured depository institution that MPL is a direct or indirect Subsidiary of the Company to become a “commonly controlled insured depository institution” (as that term is defined and interpreted for purposes of 12 U.S.C. § 1815(e), as may file be amended or supplemented from time to time, and any successor thereto) with respect to any institution that is not a direct or indirect Subsidiary of the Company. (e) Each Stockholder that breaches its obligations under this Section 7.12, or that believes it is reasonably likely to breach such obligations, shall immediately notify the Company and shall cooperate in good faith with the Company promptly to modify any ownership or other arrangements, or take any other action, as is necessary to cure or avoid such breach; provided that no such modification shall require any other Stockholder to increase or decrease its ownership interest in the futureCompany without the consent of such Stockholder. (f) At the request of the Company, each Stockholder agrees to promptly provide any such information that the Federal Reserve or any other bank or thrift regulatory agency may request in connection with any application or other filing required to be made by the Company or may otherwise reasonably request, and undertakes that such information shall be true and accurate; provided, however, that in lieu of the foregoing, any Stockholder may, in its sole discretion, provide directly to the Federal Reserve or such other regulatory agency any such information that such Stockholder deems to be proprietary or confidential in nature. (g) The Company and the Stockholders will cooperate to comply with the FDIC Statement of Policy and any applicable agreement with the FDIC that is entered into pursuant to any the FDIC Statement of Policy, including, in the case of each case Stockholder, complying with such reasonable restrictions as the Company may request in order to ensure that negatively affects neither the rights Company nor any of the Company’s Subsidiaries nor any of their respective securities are subject to any “cross support” or “cross guarantee” obligations as referred to in the FDIC Statement of MPC under Policy. (h) Notwithstanding anything to the contrary contained in this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this AgreementSection 7.12 shall supersede and control with respect to any other provision of this Agreement that may conflict with or that may result in a breach of any of the provisions described in this Section 7.12 and the provisions of this Section 7.12 shall apply, then mutatis mutandis, to all of the Parties shall negotiate in good faith provisions of this Agreement to amend the extent necessary to cause such other provisions of this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other PartySection 7.12. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) The Company shall take, and shall cause each issuer of any of the event Pledged Shares to take, all action that the FERC takes any adverse action with respect Trustee may request in the exercise of its rights and remedies hereunder, which includes the right to require the Tariffs Company or any tariffs issuer of any of the Pledged Shares to transfer or assign the Pledged Shares to any party or parties. In furtherance of this right, the Company shall, and shall cause each issuer of the Pledged Shares, (i) to cooperate fully with the Trustee in obtaining all approvals and consents from each Governmental Authority that MPL the Trustee may deem necessary or advisable to accomplish any such transfer or assignment of any part of the Pledged Shares and (ii) to prepare, execute and file with any Governmental Authority any application, request for consent, certificate or instrument that the Trustee may deem necessary or advisable to accomplish any such transfer or assignment of any part of the Pledged Shares; PROVIDED, HOWEVER, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not otherwise so subject. If the futureCompany fails to execute, in or fails to cause each case issuer or owner of the Pledged Shares to execute, such applications, requests for consent, certificates or instruments, the clerk of any court that negatively affects has jurisdiction over the rights Security Documents may execute and file the same on behalf of the Company. (b) To enforce the provisions of this Section 22, the Trustee is authorized to request the consent or obligations approval of MPC any Governmental Authority to a voluntary or an involuntary transfer of control of any issuer of any of the Pledged Shares. In connection with the exercise of its remedies under this Agreement, MPL the Trustee may obtain the appointment of a trustee or receiver to assume, upon receipt of all necessary judicial or other Governmental Authority consents or approvals, control of any issuer of any of the Pledged Shares. Such trustee or receiver shall diligently defend have all rights and powers provided to it by law or by court order or provided to the TariffsTrustee under this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement: (i) the Trustee will not take any action hereunder that would constitute or result in any transfer of control of any issuer of any of the Pledged Shares without obtaining all necessary Governmental Authority approvals; PROVIDED that the Trustee and the Holders shall be entitled to rely on the advice of regulatory counsel selected by the Trustee to determine whether approvals of any Governmental Authority are required; and (ii) the Trustee shall not foreclose on, including appealing sell, transfer or otherwise dispose of, or exercise any right to vote or consent with respect to, any of the Pledged Shares as provided herein or take any other action that would affect the operational, voting or other control of the issuer of any Pledged Shares, unless such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement taken in accordance with the applicable provisions of the Gaming Laws; PROVIDED that the Trustee and the Holders shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect entitled to such adverse action. If a final, non-appealable decision is ultimately issued rely on the advice of regulatory counsel selected by the FERC and confirmed Trustee to determine compliance with applicable provision of the Gaming Laws. (d) The Company acknowledges that the approval of each appropriate Governmental Authority to the transfer of control of an issuer of Pledged Shares may be required, that the ownership thereof is integral to the Trustee's realization of the value of such Pledged Shares, that there is no adequate remedy at law for failure by a court having final authority in the matter that requires MPL Company to amend the Tariffs in a manner that is fundamentally contradictory to comply with the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any Section 22 and that such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall failure could not be less than thirty (30) Days) after adequately compensable in damages and, therefore, the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to Company agrees that the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdictionSection 22 may be specifically enforced.

Regulatory Matters. 9.1 In (a) The Company shall, and shall cause the event that Subsidiaries to, keep Parent reasonably apprised of all substantive developments with respect to its interactions with the FERC takes FDA or any adverse action similar Governmental Authority with respect to the Tariffs Company’s and the Subsidiaries’ compliance with applicable Laws, and its response to the FDA in connection with any and all facility inspections, Form 483 observations, warning letters, self reporting or similar matters, and will, to the extent reasonably practicable, consult with Parent reasonably in advance of any substantive response (including proposed operational responses and timetables with respect thereto) in respect of any such matters and consider in good faith any input provided by Parent and its advisors with respect to any such responses (including giving due consideration to the interests of Parent in light of the pendency of the transactions contemplated by this Agreement and the Company and the Subsidiaries becoming Affiliates of Parent following the Closing); provided, however that to the extent Parent is not reasonably expedient in providing such input or it is not practicable for the Company to request such input before delivering substantive responses to relevant Governmental Authorities, the Company may proceed with delivering substantive responses to relevant Governmental Authorities; provided, further that the ultimate determination of the manner in which the Company and the Subsidiaries will address the matters contemplated in this Section 5.18(a) will be made by the Company and the Subsidiaries. Without limiting the generality of Section 5.1, the Company shall, and shall cause the Subsidiaries to, provide Parent with all material correspondence, letters, submissions and other written communications with the FDA or any tariffs that MPL may file in the future, in each case that negatively affects the rights similar Governmental Authority (as well as with any third party regulatory or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered cGMP auditor) with respect to such adverse action. If a final, non-appealable decision is ultimately issued matters (including providing all such materials received by the FERC and confirmed by FDA or any such Governmental Authority promptly upon receipt); provided, however, that nothing in this Section 5.18 shall require the Company to provide access or to disclose any information to Parent if such access or disclosure would cause a court having final authority in the matter that requires MPL to amend the Tariffs in risk of a manner that is fundamentally contradictory loss of privilege protection to the provisions Company or any of the Subsidiaries (provided that the Company shall use commercially reasonable efforts to develop an alternative to providing such information reasonably acceptable to Parent). (b) Promptly following the execution of this Agreement, then Parent and the Parties Company shall negotiate cooperate in good faith to amend this Agreement develop a plan and strategy to comply approach the FDA or any other Governmental Authority with any such judgment and to retain the protections and structures reflected by its current terms regard to the maximum extent permissible under such judgment. In Company becoming an Affiliate of Parent and the event involvement of Parent in addressing the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: matters described in clause (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and above following the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12Effective Time. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 8.1. PACIFIC shall be responsible for obtaining and keeping in effect all Federal Communications Commission, state regulatory commission, franchise authority and other regulatory approvals that may be required in connection with the performance of its obligations under this Agreement. CLC shall be responsible for obtaining and keeping in effect all Federal Communications Commission, state regulatory commission, franchise authority and other regulatory approvals that may be required in connection with its obligations under this Agreement, and with its offering of services to CLC Customers contemplated by this Agreement. CLC shall reasonably cooperate with PACIFIC in obtaining and maintaining any required approvals for which PACIFIC is responsible, and PACIFIC shall reasonably cooperate with CLC in obtaining and maintaining any required approvals for which CLC is responsible. 8.2. To the extent that PACIFIC is required by any governmental authority to file a tariff or make another similar filing in connection with the performance of any action that would otherwise be governed by this Agreement, the terms of this Agreement shall control, unless this Agreement links a term, condition or price in this Agreement to a specific tariff, in which case the terms of the tariff as modified from time to time will apply. If, subsequent to the effective date of any tariff incorporated by reference into this Agreement, PACIFIC is ordered not to file tariffs with the State regulatory commission or the Federal Communications Commission, or is permitted not to file tariffs (and elects not to do so), either generally or for specific Network Elements, Ancillary Functions, Combinations, Local Services or other services provided hereunder, the terms and conditions of such tariffs as of the date on which the requirement to file such tariffs was lifted shall, to the degree not inconsistent with this Agreement, be deemed incorporated in this Agreement by reference. 8.3. In the event that the FERC takes any adverse final and nonappealable legislative, regulatory, judicial or other legal action with respect to the Tariffs renders this Agreement or any tariffs that MPL may file in the futureAttachment hereto inoperable, in each case that negatively materially affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions material terms of this Agreement, then or materially affects the Parties ability of CLC or PACIFIC to perform any material terms of this Agreement, CLC or PACIFIC may, on thirty (30) days written notice (delivered not later than 30 days following the date on which such action has become legally binding and has otherwise become final and nonappealable) require that such terms be renegotiated, and the parties shall negotiate renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the Dispute shall be Agreement between Pacific Xxxx and FOCAL referred to the Alternative Dispute Resolution procedures set forth in Section 17 and Attachment 3. 8.4. The Parties acknowledge that it may be necessary to amend this Agreement and the Attachments hereto from time to comply with any such judgment time to reflect changes in FCC or Commission decisions, tariffs, rules, and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgmentrequirements, including changes resulting from judicial review of applicable regulatory decisions. In the event If the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after agree on whether and/or how the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall Attachments should be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL amended pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this AgreementSection 8.4, the Parties dispute shall comply with all present be referred to the Alternative Dispute Resolution procedures set forth in Section 17 and future Applicable Laws of any Governmental Authority having jurisdictionAttachment 3.

Regulatory Matters. 9.1 In STA shall have the responsibility for preparing, obtaining and maintaining Drug Approval Applications and any other Regulatory Approvals and other submissions, and for conducting communications with the Regulatory Authorities, for the Licensed Product in the Territory. STA will promptly notify PUMA of all such material communications or correspondence with Regulatory Authorities and STA will provide to PUMA copies of all substantive written communications received by STA (or its Related Parties) from any Regulatory Authority, or submitted by STA (or its Related Parties) to any Regulatory Authority. STA shall allow PUMA to participate in meetings with Regulatory Authority where permitted by Applicable Laws, and consult with PUMA, and consider in good faith any comments PUMA may have regarding, any and all such communications and correspondence. STA’s responsibility shall be to implement such activities on the basis of materials and documents provided by PUMA, and in any case STA will not be required to assemble data, conduct trials or the like unless such trial or other activities are specifically requested by an authority within the Territory, in which event that STA shall be responsible for doing so. All Regulatory Approvals relating to the FERC takes any adverse action Licensed Product with respect to the Tariffs or any tariffs that MPL may file Territory shall be owned by, and shall be the sole property and held in the futurename of, STA or its designated Affiliate or Sublicensee. STA shall have the right to reference any regulatory filings or Regulatory Approvals Controlled by PUMA made or obtained in each case that negatively affects territories outside the rights or obligations of MPC under this Agreement, MPL shall diligently defend the TariffsTerritory, including appealing without limitation the DMF and master files maintained and Controlled by PUMA in territories outside the Territory. PUMA, its Affiliates and its Related Parties shall have the right to reference any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented regulatory filings or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued Regulatory Approvals made or obtained by the FERC and confirmed by a court having final authority STA or its Affiliates or Related Parties in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the TariffsTerritory, including any increased rates based on without limitation the inflationary index referred to in Section 3.12DMF and master files maintained by STA or its Affiliates or Related Parties. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In the event that the FERC takes any adverse action with respect 21.1 Notwithstanding anything to the Tariffs contrary contained in this Agreement or any tariffs that MPL may file of the other Security Documents, the rights of the Pledgee and the other Secured Parties hereunder and under the other Security Documents are subject to all applicable rules and regulations of the FCC and other Governmental Authorities with jurisdiction over the Pledgor and its subsidiaries. Without limiting the foregoing, the Pledgee will not take any action (or authorize any other party to take any action on its behalf) which would constitute or result in an assignment or change of control of any governmental permits, licenses, or other authorizations, including without limitation those issued by the futureFCC, now held by or to be issued to the Pledgor or any of its subsidiaries which would require prior notice to or approval from any Governmental Authority, or otherwise take action hereunder which would require prior notice to or approval from any Governmental Authority, in each case without first providing such notice or obtaining such prior approval of the relevant Governmental Authorities. 21.2 Upon and after the issuance of a Default Notice the Pledgor shall take any action which the Pledgee may reasonably request in the exercise of its rights and remedies under this Agreement in order to transfer or assign the Collateral to the Pledgee or to such one or more third parties as the Pledgee may designate, or to a combination of the foregoing. To enforce the provisions of this Clause 21, upon and after the issuance of a Default Notice, the Pledgee is empowered to seek from the FCC and any other Governmental Authority, to the extent required, consent to or approval of any involuntary assignment or transfer of control of any entity whose Collateral is subject to this Agreement for the purpose of seeking a bona fide purchaser to whom the Collateral will be assigned and control will ultimately be transferred. Pledgor agrees to cooperate with any such purchaser and with the Pledgee in the preparation, execution and filing of any applications and other documents and providing any information that negatively affects may be necessary or helpful in obtaining the FCC’s or such other Governmental Authority’s consent to the assignment to such purchaser of the Collateral. Pledgor hereby agrees to consent to any such an involuntary transfer of control upon the request of the Pledgee upon and after the issuance of a Default Notice and, without limiting any rights or obligations of MPC the Pledgee under this Agreement, MPL to authorize the Pledgee to nominate a trustee or receiver to assume control of the Collateral, subject only to required judicial, FCC or other consent required by Governmental Authorities, in order to effectuate the transactions contemplated in this Clause 21. Such trustee or receiver shall diligently defend have all the Tariffsrights and powers as provided to it by law or court order, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations or to the Pledgee under this Agreement Agreement. Pledgor shall be suspended until a stay is implemented cooperate fully in obtaining the consent of the FCC and the approval or a final, non-appealable decision is rendered with respect consent of each other Governmental Authority required to such adverse action. If a final, non-appealable decision is ultimately issued by effectuate the FERC foregoing. 21.3 Upon and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of a Default Notice, Pledgor shall use its best efforts to assist in obtaining consent or approval of the FCC and any other Governmental Authority, if required, for any action or transactions contemplated by this Agreement, including, without limitation, the preparation, execution and filing with the FCC of the transferor’s or assignor’s portion of any application or applications for consent to the transfer of control or assignment necessary or appropriate under the FCC’s rules and regulations for approval of the transfer or assignment of any portion of the Collateral. 21.4 Pledgor hereby acknowledges and agrees that the Collateral is a unique asset and that a violation of Pledgor’s covenant to cooperate with respect to any regulatory consents would result in irreparable harm to the Pledgee for which monetary damages are not readily ascertainable. Pledgor further agrees that, because of the unique nature of its undertaking in this subclause 21.4, the same may be specifically enforced, and it hereby waives, and agrees to waive, any claim or defense that the Pledgee would have an adequate remedy at law for the breach of this undertaking. 21.5 Without limiting the obligations of Pledgor hereunder in any respect, Pledgor further agrees that if Pledgor, upon and after the issuance of a Default Notice, should fail or refuse to execute any application or other document necessary or appropriate to obtain any governmental consent necessary or appropriate for the exercise of any right of the Pledgee hereunder, Pledgor agrees, to the extent consistent with applicable law, that such final judgment, then either Party application or other document may terminate this Agreement upon written be executed on Pledgor’s behalf by the clerk of any court or other forum in any competent jurisdiction without notice to the other PartyPledgor. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In Subject in all cases to applicable requirements of law, the event that the FERC takes any adverse action with respect Company agrees to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate cooperate in good faith to amend this Agreement to comply with and assist any Bank Holder or any of the Bank Holder's Affiliates (at such judgment Bank Holder's or Affiliate's own cost and to retain the protections and structures reflected by its current terms to the maximum extent permissible under expense) as such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party Bank Holder may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate United States regulatory issues that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC may arise with respect to the TariffsCompany. Anything herein or in the Warrants to the contrary notwithstanding, including in the event that any increased rates based on Bank Holder or any of such Bank Holder's Affiliates shall determine that it is illegal or unduly burdensome, by reason of regulatory restriction, for such Bank Holder or such Affiliate to continue to hold some or all of the inflationary index referred Warrants or its Warrant Shares or any other securities of the Company held by it, such Bank Holder or such Affiliate, as the case may be, may sell or otherwise dispose of that portion of its Warrants or Warrant Shares, as the case may be, that such Bank Holder or such Affiliate determines to be appropriate in Section 3.12. 9.3 The Parties acknowledge light of such regulatory restrictions in as prompt and agree that MPL operates orderly a manner as is reasonably necessary. Subject in all cases to applicable requirements of law, the Pipeline System Company shall cooperate with and assist such Bank Holder or such Affiliate, as a common carrierthe case may be, in disposing of such Warrants or Warrant Shares, and MPC’s rights (without limiting the foregoing) at the request of such Bank Holder or such Affiliate, as a shipper on the Pipeline System case may be, the Company shall be provide (and authorize such Bank Holder or such Affiliate, as the case may be, to provide) financial and other information concerning the Company to any prospective purchaser of the Warrants or Warrant Shares owned by such Bank Holder or such Affiliate, as the case may be, subject to all Applicable Laws related appropriate confidentiality arrangements; provided, however, that the Company shall not be required to common carrier pipelinesprovide non-public information to any prospective purchaser that the Company reasonably determines may be inimical to the interests of the Company. The terms provisions of this Section 4.06 shall inure solely to the benefit of such Bank Holders and their Affiliates which are subject to the provisions of the Tariffs shall apply to Bank Holding Company Act of 1956, as amended (including Regulation Y promulgated thereunder) or any other law, rule or regulation governing the services provided by MPL pursuant to this Agreementaffairs of banks, bank holding companies or their affiliates. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 (a) In the event that the FERC takes any adverse action with respect to the Tariffs CTA or any tariffs other applicable Law changes (whether by legislative, regulatory or judicial action or interpretation) such that MPL may the Company will, or is reasonably likely, to cease to be considered a Canadian Person or such that the Company will not be able to eligible to operate the Business substantially in the manner it was able to operate prior to such change (an “Adverse Regulatory Event”), the Company shall file such applications as it is required to file in order to obtain such Governmental Authorizations as necessary or desirable to eliminate or mitigate the futureeffect of such Adverse Regulatory Event, and Bxxxxxx, Xxxxx and each Shareholder shall cooperate with the Company and promptly provide it with any and all information necessary or as otherwise reasonably requested by the Company to obtain such Governmental Authorizations. The Company, Bxxxxxx, Xxxxx and the Shareholders shall use their reasonable best efforts to obtain such Governmental Authorizations, including promptly taking all other actions reasonably requested by the Company as necessary, desirable and/or appropriate to facilitate obtaining such Governmental Authorizations, in each case at the Company’s sole expense. To the extent required to obtain any such Government Authorizations, the parties to this Agreement agree to amend or modify any provisions of the Charter Documents of the Group Companies and this Agreement as requested by any Governmental Authority. Notwithstanding the foregoing, Bxxxxxx and Bxxxxxx Shareholder shall not be required to take any action or consent to any modification or amendment to the extent that negatively affects the such action or consent would (A)(i) adversely affect its economic rights or obligations (ii) materially adversely affect its voting and other governance rights (as determined in its sole discretion), in each case under the Charter Documents of MPC under the Group Companies, this Agreement, MPL or the Ancillary Agreements, (B) obligate the Group Company or Bxxxxxx or its Affiliates to divest any assets, or (C) obligate Bxxxxxx or its Affiliates to accept any operational restrictions on any of its operations outside of the Group Companies. (b) If the CTA or any other applicable Law changes (whether by legislative, regulatory or judicial action or interpretation) to permit greater control of Canadian air carriers by non-Canadian Persons (a “Favorable Regulatory Event”), the parties shall diligently defend the Tariffstake all action requested by Bxxxxxx, including appealing by amending or modifying the terms of the Charter Documents of the Group Companies (including as provided in the Charter Documents as of the date of this Agreement), this Agreement and/or the Ancillary Agreements, to confer upon Bxxxxxx and its Affiliates any benefits (including increased ownership and voting rights) of any such adverse action. If Favorable Regulatory Events. (c) The Company shall indemnify, defend and hold Bxxxxxx, Bxxxxxx Shareholder, Norie and Norie Shareholder and, as applicable, their shareholders, partners, members, officers, directors, Affiliates and other Representatives harmless from and against all Losses incurred or suffered by any such adverse action is not stayed pending appealof the foregoing resulting from any violations or potential violations of the CTA arising from the arrangements set forth in the Charter Documents, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a finalthe Ancillary Agreements. (d) Notwithstanding any transfer restrictions set forth in Article 4, non-appealable decision is rendered with respect to such adverse action. If a finalThe Company and each Shareholder acknowledges that Bxxxxxx may, non-appealable decision is ultimately issued by after the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions date of this Agreement, then desire to effect an amalgamation of Bxxxxxx Shareholder and the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement Company or some other restructuring or reorganizing transaction with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after Bxxxxxx’x interest in the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions Company. The Company and do all such things as MPL each Shareholder shall reasonably request in connection with its applications forcooperate with, and the processing of, including providing any necessary certificatesconsent to, approvals and authorizations Bxxxxxx in any such amalgamation, restructuring or reorganizing transaction, so long as such transaction, after completion, does not adversely affect the economic or governance rights of any applicable Governmental Authorities; (b) at all times to support Shareholder, adversely affect the Tariffs specified in this Agreement as Company or its business or constitute a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.Prohibited Ownership

Regulatory Matters. 9.1 In the event that the FERC takes (a) Notwithstanding anything in any adverse action with respect Credit Document to the Tariffs contrary, the Collateral Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC or State PUC approval is required pursuant to Communications Laws for (i) the operation and effectiveness of any right or remedy hereunder or under any other Collateral Document or (ii) taking any action that may be taken by the Collateral Agent hereunder or under the other Collateral Documents, such right, remedy or actions will be subject to any such prior FCC or State PUC, as applicable, approval having been obtained by or in favor of the Collateral Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC or any tariffs that MPL may file applicable State PUC, the voting rights in the futurePledged Securities, as well as de jure, de facto and negative control over all FCC or State PUC authorizations, shall remain with the Grantors even if an Event of Default has occurred and is continuing until the FCC and/or State PUC(s), as applicable, shall have given its prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the Pledged Securities or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in each case that negatively affects accordance with the rights applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s request, file or obligations of MPC under this Agreement, MPL cause to be filed such applications for approval and shall diligently defend the Tariffs, including appealing any take such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued other actions reasonably required by the FERC Collateral Agent to obtain each such FCC or State PUC approval or consent as is necessary to transfer ownership and confirmed control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, of the Licenses held by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to Grantors. To enforce the provisions of this AgreementSection 6.22, then the Parties Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall negotiate be instructed to seek from the FCC and every applicable State PUC an involuntary transfer of control of any such License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s request, the Grantors shall further use their reasonable best efforts to assist in good faith obtaining approval of the FCC and/or applicable State PUC(s), if required, for any action or transactions contemplated hereby, including the preparation, execution and filing with the FCC and/or applicable State PUC(s) of the assignor’s or transferor’s portion of any application for consent to amend this Agreement the assignment of any License or transfer of control, or notice of such assignment or transfer, as applicable, necessary or appropriate under the FCC’s and/or any applicable State PUC(s)’ rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any License or other authorization. (b) The Grantors acknowledge that the assignment or transfer of Licenses is integral to the Secured Parties’ realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Grantors to comply with any the provisions of this Section 6.22 and that such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall failure would not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request adequately compensable in connection with its applications fordamages, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; therefore agree that this Section 6.22 may be specifically enforced. (bc) at all times to support the Tariffs specified Notwithstanding anything in this Agreement as a rate that MPC has agreed or in any other Credit Document to pay; the contrary, neither the Collateral Agent nor any other Secured Party shall, without first obtaining the approval of the FCC and/or any applicable State PUC (c) not directly or indirectly where required), take any action hereunder or under any other Collateral Document that indicates would constitute or result in any assignment of a lack License, change of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file material control or ownership of any actionGrantor, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions assignment or transfer of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws material operating assets of any Governmental Authority having jurisdiction.Grantor if such assignment, change of material control or ownership or assignment or transfer of material operating assets would require the approval of the FCC or any such applicable State PUC under applicable law (including the FCC’s and any such applicable State PUC’s rules and regulations). [Remainder of page intentionally left blank] 31

Regulatory Matters. 9.1 In the event that the FERC takes any adverse action with respect to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) FFB shall promptly prepare and file with the SEC the Proxy Statement and upon clearance thereby shall thereafter mail the Proxy Statement to take its stockholders. (b) The parties hereto shall cooperate with each other and use their best efforts to promptly prepare and file all such actions necessary documentation, to effect all applications, notices, petitions and do all such things as MPL shall reasonably request in connection with its applications forfilings, and the processing ofto obtain as promptly as practicable all permits, any necessary certificatesconsents, approvals and authorizations of any applicable Governmental Authorities; (b) at all times third parties and Regulatory Agencies which are necessary or advisable to support consummate the Tariffs specified in transactions contemplated by this Agreement (including without limitation the Merger and the Subsidiary Merger). FFB and CCBG shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to FFB or CCBG, as a rate that MPC has agreed to pay; (c) not directly the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or indirectly take written materials submitted to, any action that indicates a lack of support for third party or any Regulatory Agency in connection with the Tariffs at the terms agreed to transactions contemplated by MPC in this Agreement, including, without limitation, the Proxy Statement; and (d) not provided, however, that nothing contained herein shall be deemed to file provide either party with a right to review any action, protest, complaint or other action information provided to any Regulatory Agency on a confidential basis in connection with the FERC transactions contemplated hereby. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the Tariffsobtaining of all permits, including any increased rates based on consents, approvals and authorizations of all third parties and Regulatory Agencies necessary or advisable to consummate the inflationary index referred transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to in Section 3.12completion of the transactions contemplated herein. 9.3 The Parties acknowledge (c) CCBG and agree that MPL operates FFB shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Pipeline System as a common carrierProxy Statement or any other statement, filing, notice or application made by or on behalf of CCBG, FFB or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided other transactions contemplated by MPL pursuant to this Agreement. 9.4 In carrying out (d) CCBG and FFB shall promptly furnish each other with copies of written communications received by CCBG or FFB, as the case may be, or any of their respective Subsidiaries, Affiliates or Associates (as such terms and provisions are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the Parties shall comply with all present and future Applicable Laws foregoing to, any Regulatory Agency in respect of any Governmental Authority having jurisdictionthe transactions contemplated hereby.

Regulatory Matters. 9.1 In the event that the FERC takes (a) Unless otherwise specified in an individual Task Order, CLIENT will be responsible for all written and oral contact with any adverse action Agencies with respect to the Tariffs Services and any Deliverable and the preparation and submission of all other reports or notices required by the Laws. As between the parties, CLIENT shall have the sole right to prepare and file for the Health Registrations, including the CMC, with the applicable Agencies, and, for clarity, PROVIDER shall have no right to do so and shall not communicate with any tariffs that MPL may file Agencies in connection with any Health Registration. PROVIDER shall not initiate any communications with any Agency concerning any of the Services, a Project or a Deliverable without first getting written consent from CLIENT unless such communication is required by Law (in which case PROVIDER shall give as much prior written notice of such communication as possible) or requested to do so by CLIENT at CLIENT’S reasonable cost. If determined by CLIENT (in its sole discretion), CLIENT shall have the right to include a designation of PROVIDER and the Facility as a Manufacturer and Manufacturing site of Product in the futureapplicable Health Registrations. (b) PROVIDER shall promptly inform CLIENT of any request or effort by any Agency to contact, visit, or inspect PROVIDER, the Facility, the Records or other relevant information relating to or impacting any of the Projects or PROVIDER’S performance of Services, or take any other regulatory action. PROVIDER shall notify CLIENT within [***] if any Agency, including any regulatory authority, issues or gives to PROVIDER any notice of intent to inspect, notice of inspection, notice of inspection observations, warning letter, or other written communication concerning any of the Services. (c) PROVIDER will provide to CLIENT or directly to the Agency, as requested, at CLIENT’S expense, which shall be described in an applicable Task Order, information in PROVIDER’S control necessary for CLIENT to apply for, obtain and maintain regulatory approvals, including any Health Registration. PROVIDER shall inform CLIENT prior to making commitments to any Agency relating to changes in Services planned to be performed at PROVIDER’S facility. (d) CLIENT, in each case that negatively affects its discretion, may provide PROVIDER with CMC information applicable to aid PROVIDER in the rights development of the Master Batch Records used in the Manufacture of Product in accordance with this Agreement and applicable Law. For clarity, all CMC information shall be considered Confidential Information of CLIENT hereunder. (e) Upon request, PROVIDER shall perform any applicable Services (including testing and, at CLIENT’S request, preparing documents to support CMC modules for filing or obligations filing related support for the Health Registrations) in connection with the application, receipt, and maintenance of MPC under this Agreementany Health Registrations for Product as set forth and described in the applicable Task Order or as otherwise requested in writing by CLIENT from time to time, MPL at CLIENT’S reasonable cost (which may be set forth in a new Task Order), which activities shall diligently defend the Tariffsbe performed by PROVIDER in compliance with all applicable Laws. In all cases, PROVIDER shall be prepared for any and all inspections, including appealing any such adverse actionpre-approval inspections, by Agencies. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect As mutually agreed to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs as described in a manner that is fundamentally contradictory relevant Task Order, or as otherwise requested in writing by CLIENT from time to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which may be set forth in a new Task Order), at CLIENT’S reasonable cost, PROVIDER shall not be less than thirty provide CLIENT with such information and assistance as CLIENT may reasonably request for purposes of applying for and maintaining all relevant Health Registrations for Product including providing CLIENT with any applicable reports, authorizations, certificates, methodologies, specifications and other documentation in the possession or under the control of PROVIDER (30or any of its Affiliates) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice relating to the other Partypharmaceutical/technical development and/or Manufacture of Product or any component thereof. 9.2 MPC hereby agrees: (af) PROVIDER acknowledges that Agencies may, in conducting an inspection of CLIENT, request copies of reports of CLIENT audits of its suppliers, including PROVIDER. For clarity, in response to take all such actions a request, CLIENT shall have the right to provide to the Agency any report of any compliance audit conducted hereunder (including as may be conducted in accordance with the Quality Agreement) and do all such things as MPL shall reasonably request any other information in connection with its applications forthe activities hereunder and shall notify PROVIDER of such request by the Agency. (g) CLIENT shall be responsible for conducting any recall of Product, managing all returns of Product, and the processing ofmanaging all customer, any necessary certificateshealthcare provider or patient technical and quality complaints related to Product, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect including complaints related to the Tariffsingredients or components of Product. In such cases above and at CLIENT’S request, including PROVIDER shall co-operate with and give reasonable assistance to CLIENT, at CLIENT’s reasonable expense (which shall be described in a Task Order or otherwise agreed by the parties in writing), in conducting any increased rates based on such recall, managing such return, or managing such complaints related to Product. For recalls that occur within the inflationary index referred to latent defect period described in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier5.4, and MPC’s rights as a shipper on to the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions extent the results of the Tariffs applicable investigation determine that PROVIDER is at fault, the remedies in Section 8.3 shall apply apply. For recalls that occur after the latent defect period described in Section 5.4, and to the services provided by MPL pursuant extent the results of the investigation determine that PROVIDER is at fault, PROVIDER shall, proportionally to this AgreementPROVIDER’S fault, reimburse CLIENT for all the applicable investigation costs, but the remedies in Section 8.3 shall not apply. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In the event that the FERC takes any adverse action with respect to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, The Seller Entities and the processing ofBuyer shall cooperate and use all commercially reasonable efforts to promptly prepare and file all necessary documentation, any effect all necessary certificatesapplications, notices, petitions and filings and obtain all necessary permits, consents, approvals and authorizations of all governmental authorities necessary or advisable to obtain all required statutory approvals, including, without limitation, those described in Section 3(b)(iii) of the Disclosure Schedule. In furtherance of the foregoing, the Seller Entities and the Buyer shall cooperate and use all commercially reasonable efforts to prepare and file any such applications, notices, petitions, filings and other documents no later than ten (10) days from the date hereof or as soon thereafter as practicable and shall thereafter cooperate to diligently prosecute all such applications, notices, petitions, filings and other documents. Each Party shall, consistent with applicable Governmental Authoritieslaw, before making any applications, notices, petitions or filings, provide a copy thereof to the other Parties for their review and shall consider incorporating the comments of any other Party in good faith. Without limiting the generality of the foregoing, the Buyer shall not take any action, directly or indirectly, that could reasonably be expected to cause any governmental authority to withhold or deny any permit, consent, approval or authorization set forth in Section 3(b)(iii) of the Disclosure Schedule. Each Party shall (i) promptly notify the other Parties of any written communication to that Party from any governmental authority and, subject to applicable law, permit the other Parties to review in advance any proposed written communication to any of the foregoing; (bii) at all times not agree to support the Tariffs specified participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning this Agreement as a rate that MPC has agreed or the transactions contemplated hereby, unless it consults with the other Parties in advance and, to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at extent permitted by such governmental authority, gives the terms agreed other Parties the opportunity to by MPC in this Agreementattend and participate thereat; and (diii) not to file furnish the other Parties with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and any actiongovernment or regulatory authority or members or their respective staffs on the other hand, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 ‌ (a) The Parties shall, as promptly as practicable following the date of this Agreement, co-operate in the preparation and filing of any necessary documents, registrations, statements, petitions, filings and applications for any Regulatory Approvals and use their commercially reasonable efforts to obtain the Regulatory Approvals, and provide or submit all documentation and information that is required or reasonably considered by the Parties to be advisable in connection with obtaining the Regulatory Approvals. In addition, the event Parties shall use commercially reasonable efforts to obtain any other third party consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are reasonably deemed by either of the Parties to be necessary in connection with the Arrangement.‌ (b) The Party responsible under Applicable Law for obtaining a Regulatory Approval shall be the Party to make the filing to obtain such approval (or any remedy or change thereto) but will do so only once each Party hereto has reviewed any filing and has had the opportunity to provide comment on it and any statement in any application that creates an obligation on a Party must have the consent of that Party before it is included in the application. (c) Subject to any Applicable Law, the Parties shall cooperate with and keep one another fully informed as to the status of and the processes and Proceedings related to obtaining the Regulatory Approvals, and shall promptly notify each other of any communication from any Governmental Authority in respect of the Arrangement, this Agreement or the transactions contemplated hereby and respond as promptly as reasonably possible to any inquiries or requests received from a Governmental Authority in respect of any Regulatory Approval; and shall not make any submissions or filings, participate in any substantive meetings, conversations or correspondence with any Governmental Authority in respect of obtaining the Regulatory Approvals unless it consults with the Other Party in advance and, to the extent not precluded by such Governmental Authority, gives the Other Party the opportunity to review drafts of any submissions, filings or correspondence (including responses to requests for information and inquiries from any Governmental Authority) and will provide the Other Party a reasonable opportunity to comment thereon and consider those comments in good faith, and shall provide each other with all information necessary to support the applications for the Regulatory Approvals, as reasonably required by the Party making the filing; and shall provide the Other Party and its outside counsel with final copies of all such material submissions, filings, correspondence, presentations, applications, plans and other material documents submitted to or filed with any Governmental Authority in respect of the Regulatory Approvals. (d) Each Party shall promptly notify the Other Party if at any time before the Effective Time it becomes aware that the FERC takes Circular, an application for a Regulatory Approval or any adverse action other third party consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations necessary pursuant to Subsection 3.4(a) contains a misrepresentation, or of information that otherwise requires an amendment or supplement to the Circular, the application for a Regulatory Approval or such other consent, waiver, permit, exemption, order, approval, agreement, amendment or confirmation, as the case may be, and the Parties shall co-operate in the preparation of such amendment or supplement as required, including the distribution and filing of such amendment or supplement by the Parties. (e) Each Party will promptly inform the Other Party of any requests or comments made by Securities Authorities in connection with the Circular. Each of the Parties will cooperate with the other and shall diligently do all such acts and things as may be reasonably necessary in the context of the preparation of the Circular and use its reasonable commercial efforts to resolve all requests or comments made by Securities Authorities with respect to the Tariffs Circular and any other filings related to the Circular or any tariffs that MPL may file the Arrangement and required under Applicable Laws as promptly as practicable after receipt thereof. (f) Notwithstanding anything in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay to the contrary, if any objection is implemented or a final, non-appealable decision is rendered asserted with respect to such adverse action. If a final, non-appealable decision is ultimately issued the transactions contemplated by the FERC and confirmed by a court having final authority in the matter that requires MPL or related to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement under any Applicable Law, or if any Proceeding is instituted or threatened by any Governmental Authority challenging or which could lead to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations challenge of any applicable Governmental Authorities; (b) at all times of the transactions contemplated by or related to support the Tariffs specified in this Agreement as a rate violation of or not in compliance with the requirements of Applicable Law, the Purchaser Parties shall use their commercially reasonable efforts to resolve any such objection or Proceeding so as to allow the Effective Time to occur prior to the Outside Date; provided, however, that MPC has agreed the Purchaser Parties shall determine in their sole discretion whether to pay; (c) propose, negotiate, effect or agree to, by consent decree, by consent agreement, hold separate Order or otherwise, the sale, transfer, divestiture, license or other disposition of any assets or businesses of any of the Purchaser Parties or STEP or any of their respective subsidiaries and shall not directly or indirectly be obligated to take any action that indicates a lack prohibits or limits the freedom of support for action of any of the Tariffs at Purchaser Parties with respect to, or the terms agreed ability of any of the Purchaser Parties to by MPC in this Agreement; and (d) not to file any actionown, protestretain, complaint control, operate or other action with the FERC exercise full rights of ownership with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreementbusinesses or assets of such Purchaser Parties, STEP or any of their respective subsidiaries. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In A copy of each Transfer Letter authorizing the event that transfer of ownership of the FERC takes INDs and CTAs as well as the orphan drug designation owned by Seller to Buyer shall be delivered on the Closing Date and within ten (10) Business Days after the Closing Date, (a) Seller shall submit the Transfer Letters to the relevant Governmental Authorities and shall notify Buyer of such submission on the date submitted (providing Buyer an electronic copy of the submission with such notification) and (b) shall provide to Buyer the full regulatory file for the INDs and CTAs held by the Seller, including all available electronic meta data. Upon notification of the Seller’s submission of the Transfer Letter to the relevant Governmental Authorities, Xxxxx shall execute and submit to the relevant Governmental Authorities letters acknowledging Buyer’s commitment to assume ownership of the INDs and CTAs and the orphan drug designation owned by Seller. As of the Closing Date, except as otherwise set forth in this Section 7.7, Buyer shall be solely responsible for taking any adverse action actions necessary to (i) obtain any documentation required to maintain the INDs and CTAs or the orphaned drug designation owned by Seller or obtain any further authorizations under any Applicable Law, and otherwise comply with any Applicable Law with respect to regulatory authorizations. During the Tariffs or any tariffs period between the Closing Date and the date that MPL may file is that is eighteen (18) months from the Closing Date, Seller shall provide reasonable assistance as requested by Buyer in the future, in each case that negatively affects the rights or obligations connection with Xxxxx’s fulfilment of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s its obligations under this Agreement Section 7.7. Except as set forth in any further written agreement between the Parties, as of the Closing Date, Buyer shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect solely responsible for investigating and reporting adverse experiences for the Product to any Governmental Authorities and addressing any such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory Governmental Authorities’ inquiries related to the provisions safety of this Agreementthe Product; provided, then however, that Seller shall provide reasonable assistance and cooperation to Buyer to the Parties shall negotiate in good faith to amend this Agreement to comply with extent any such judgment and to retain the protections and structures reflected by its current terms investigations or inquiries related to the maximum extent permissible under such judgment. In manufacture or development of the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice Product prior to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things Closing Date by or on behalf of Seller. Except as MPL set forth in any further written agreement between the Parties, as of the Closing Date, Buyer shall reasonably request in connection with its applications for, and the processing of, be solely responsible for addressing any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly Person’s medical inquiries or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect complaints relating to the TariffsProduct; provided, including however, that Seller shall provide reasonable assistance and cooperation to Buyer to the extent any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws such inquiries or complaints related to common carrier pipelines. The terms and provisions the manufacture or Development of the Tariffs shall apply Product prior to the services provided Closing Date by MPL pursuant to this Agreementor on behalf of Seller. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In the event that the FERC takes any adverse action (i) Each party hereto agrees to use commercially reasonable efforts to comply with all Laws which may be imposed on such party with respect to the Tariffs or any tariffs that MPL may file in transactions contemplated by this Agreement and the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse actionother Transaction Documents. If required by applicable Laws, TowerCo (and/or Sub, as applicable) and Sublessors shall each make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as soon as reasonably practicable but in any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement event no later than twenty (20) Business Days after the date hereof and shall be suspended until a stay is implemented or a final, non-appealable decision is rendered promptly respond to any request for additional information with respect to thereto. Each such adverse action. If a final, non-appealable decision is ultimately issued filing shall request early termination of the waiting period imposed by the FERC HSR Act. TowerCo, Sub and confirmed by a court having final authority in the matter that requires MPL Sublessors will cooperate before and after Closing to amend the Tariffs in a manner that is fundamentally contradictory prevent inconsistencies between their respective HSR Act filings and will furnish to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any each other such judgment necessary information and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to assistance as the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall may reasonably request in connection with its applications forpreparation of necessary filings or submissions under the HSR Act. Each of TowerCo and/or Sub, on the one hand, and Sublessors, on the processing ofother hand, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at shall pay all times to support the Tariffs specified HSR filing fees payable by such party in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action connection with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions execution of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out (ii) Notwithstanding anything else to the terms and provisions of contrary contained in this Agreement, the Parties none of AirTouch nor any other Sublessor shall comply with all present and future Applicable Laws of have any obligation to oppose, challenge or appeal any suit, action or proceeding by any Governmental Authority having jurisdictionbefore any court or other Governmental Authority, domestic or foreign, or any order or ruling by any such body (A) seeking to restrain or prohibit or restraining or prohibiting the consummation of the transactions contemplated by the Transaction Documents, (B) seeking to prohibit or limit or prohibiting or limiting the leasing, subleasing, occupancy, operation or control by TowerCo or Sub of the Subleased Property or Managed Components (as defined in the Sublease) or (C) seeking to compel or compelling TowerCo, Sub or any Sublessor or any of their respective Affiliates to dispose of, grant rights in respect of, or hold separate any portion of the business or assets of TowerCo, Sub or any Sublessor or any of their respective Affiliates.

Regulatory Matters. 9.1 In (a) For the event that purposes of holding the FERC takes any adverse action Shareholders Meeting (as such term is defined in Section 5.7 hereof), and qualifying under applicable federal and state securities laws the HUBCO Common Stock to be issued to CFHC shareholders in connection with respect the Merger, the parties hereto shall cooperate in the preparation and filing by HUBCO with the SEC of a Registration Statement including a proxy statement and prospectus satisfying all applicable requirements of applicable state and federal laws, including the 1933 Act, the 1934 Act and applicable state securities laws and the rules and regulations thereunder (such proxy statement and prospectus in the form mailed by CFHC and HUBCO to the Tariffs CFHC shareholders together with any and all amendments or any tariffs that MPL may file in supplements thereto, being herein referred to as the future, in each case that negatively affects "Proxy Statement-Prospectus" and the rights or obligations of MPC various documents to be filed by HUBCO under this Agreement, MPL shall diligently defend the Tariffs1933 Act with the SEC to register the HUBCO Common Stock for sale, including appealing any the Proxy Statement-Prospectus, are referred to herein as the "Registration Statement"). (b) HUBCO shall furnish CFHC with such adverse action. If any such adverse action information concerning HUBCO and the HUBCO Subsidiaries (including, without limitation, information regarding other transactions which HUBCO is not stayed pending appealrequired to disclose) as is necessary in order to cause the Proxy Statement-Prospectus, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect insofar as it relates to such adverse action. If a finalcorporations, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with Section 5.6(a) hereof. HUBCO agrees promptly to advise CFHC if at any such judgment time prior to the Shareholders' Meeting any information provided by HUBCO in the Proxy Statement-Prospectus becomes incorrect or incomplete in any material respect and to retain provide CFHC with the protections information needed to correct such inaccuracy or omission. HUBCO shall furnish CFHC with such supplemental information as may be necessary in order to cause the Proxy Statement-Prospectus, insofar as it relates to HUBCO and structures reflected by its current terms the HUBCO Subsidiaries, to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement comply with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) DaysSection 5.6(a) after the issuance of mailing thereof to CFHC shareholders. (c) CFHC shall furnish HUBCO with such final judgmentinformation concerning CFHC as is necessary to cause the Proxy Statement-Prospectus, then either Party may terminate this Agreement upon written notice insofar as it relates to CFHC, to comply with Section 5.6(a) hereof. CFHC agrees promptly to advise HUBCO if at any time prior to the other PartyShareholders' Meeting, any information provided by CFHC in the Proxy Statement-Prospectus becomes incorrect or incomplete in any material respect and to provide HUBCO with the information needed to correct such inaccuracy or omission. CFHC shall furnish HUBCO with such supplemental information as may be necessary in order to cause the Proxy Statement-Prospectus, insofar as it relates to CFHC and Community to comply with Section 5.6(a) after the mailing thereof to CFHC shareholders. 9.2 MPC hereby agrees: (ad) to take all HUBCO shall as promptly as practicable make such actions and do all such things filings as MPL shall reasonably request are necessary in connection with its applications forthe offering of the HUBCO Common Stock with applicable state securities agencies and shall use all reasonable efforts to qualify the offering of such stock under applicable state securities laws at the earliest practicable date. CFHC shall promptly furnish HUBCO with such information regarding the CFHC shareholders as HUBCO requires to enable it to determine what filings are required hereunder. CFHC authorizes HUBCO to utilize in such filings the information concerning CFHC and Community provided to HUBCO in connection with, or contained in, the Proxy Statement-Prospectus. HUBCO shall furnish CFHC's counsel with copies of all such filings and keep CFHC advised of the status thereof. HUBCO and CFHC shall as promptly as practicable file the Registration Statement containing the Proxy Statement-Prospectus with the SEC, and each of HUBCO and CFHC shall promptly notify the processing ofother of all communications, any oral or written, with the SEC concerning the Registration Statement and the Proxy Statement-Prospectus. (e) HUBCO shall cause the HUBCO Common Stock issuable pursuant to the Merger to be listed on NASDAQ at the Effective Time. HUBCO shall cause the HUBCO Common Stock which shall be issuable pursuant to exercise of Stock Options to be accepted for filing on the NASDAQ when issued. (f) The parties hereto will cooperate with each other and use their reasonable best efforts to prepare all necessary certificatesdocumentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of any applicable Governmental Authorities; (b) at all times third parties and governmental bodies necessary to support consummate the Tariffs specified in transactions contemplated by this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for soon as possible, including, without limitation, those required by the Tariffs at FDIC, the terms agreed to by MPC in this Agreement; FRB, the OCC, the Department and (d) not the DEP. Without limiting the foregoing, the parties shall use reasonable business efforts to file for approval or waiver by the appropriate bank regulatory agencies within 45 days after the date hereof. The parties shall each have the right to review in advance (and shall do so promptly) all filings with, including all information relating to the other, as the case may be, and any actionof their respective subsidiaries, protestwhich appears in any filing made with, complaint or other action written material submitted to, any third party or Governmental Entity (including the SEC) in connection with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided transactions contemplated by MPL pursuant to this Agreement. 9.4 In carrying out (g) Each of the terms and provisions parties will promptly furnish each other with copies of this Agreementwritten communications received by them or any of their respective subsidiaries from, or delivered by any of the Parties shall comply with all present and future Applicable Laws of foregoing to, any Governmental Authority having jurisdictionEntity in respect of the transactions contemplated hereby. (h) CFHC acknowledges that HUBCO is in or may be in the process of acquiring other banks and financial institutions and that in connection with such acquisitions, information concerning CFHC may be required to be included in the registration statements, if any, for the sale of securities of HUBCO or in SEC reports in connection with such acquisitions. CFHC agrees to provide HUBCO with any information, certificates, documents or other materials about CFHC as are reasonably necessary to be included in such other SEC reports or registration statements, including registration statements which may be filed by HUBCO prior to the Effective Time. CFHC shall use its reasonable efforts to cause its attorneys and accountants to provide HUBCO and any underwriters for HUBCO with any consents, comfort letters, opinion letters, reports or information which are necessary to complete the registration statements and applications or any such acquisition or issuance of securities. HUBCO shall reimburse CFHC for reasonable expenses thus incurred by CFHC should this transaction be terminated for any reason other than Section 7.1(i). HUBCO shall not file with the SEC any registration statement or amendment thereto or supplement thereof containing information regarding CFHC unless CFHC shall have consented to such filing, which consent shall not be unreasonably delayed or withheld.

Regulatory Matters. 9.1 (a) The Stockholder shall not, and shall cause its Affiliates and its and their Representatives not to, take any action that would be inconsistent with the Noncontrol Determinations, or that would result in either (i) the Stockholder being deemed to “control” the Company as that term is interpreted by the Federal Reserve Board under the BHC Act or HOLA or (ii) the Company being deemed to be in “control” of any of the TD Subsidiary Banks as that term is interpreted by the Federal Reserve Board under the BHC Act or HOLA (each, a “Control Event”). (b) In the event that of a Control Event, the FERC takes any adverse action Stockholder and the Company shall discuss and negotiate in good faith for a period of three months with respect to the Tariffs or any tariffs actions that MPL may file would result in the futureelimination of such Control Event. If, after such three month period, such Control Event has not been eliminated, then the Stockholder shall (i) agree to modify the Voting Limitation Percentage and governance arrangements under this Agreement and/or the terms of the IXX Amendment, (ii) exercise its rights pursuant to Section 2.03 and/or (iii) Transfer any Company Securities, in each case to the extent necessary so that negatively affects (x) the rights Stockholder is not deemed to “control” the Company as that term is interpreted by the Federal Reserve Board under the BHC Act or obligations HOLA, as applicable, and (y) the Company is not deemed to be in “control” of MPC any of the TD Subsidiary Banks as that term is interpreted by the Federal Reserve Board under this Agreementthe BHC Act or HOLA, MPL shall diligently defend the Tariffs, including appealing any such adverse actionas applicable. If the Stockholder is required to Transfer any Company Securities pursuant to this ‎Section 5.02(b), the Stockholder shall Transfer such adverse action is not stayed pending appealsecurities as soon as reasonably practicable (but, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a finalin any event, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time twelve (which shall not be less than thirty (3012) Daysmonths) after the issuance expiration of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index three month period referred to in the second preceding sentence (but in no manner that would require the Stockholder or any of its Affiliates to incur liability under Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions 16(b) of the Tariffs shall apply to the services provided by MPL pursuant to this AgreementSecurities Exchange Act or otherwise under applicable securities law). 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 Subject to applicable Law, each Party will use reasonable best efforts to furnish to each other all information reasonably required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, and each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction. No Party will independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the Parties will use reasonable best efforts to 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 relating to proceedings with respect to any approvals required in connection with the Transaction. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 5.10 as “outside counsel only.” Such materials and the information contained therein will be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors or other Representatives of the recipient, unless express written permission is obtained in advance from the source of the materials. The Parties will take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 5.10 in such a manner so as to preserve any applicable privilege. In the event that any Proceeding is instituted (or threatened to be instituted) by a Governmental Authority challenging the FERC takes any adverse action with respect to the Tariffs Transaction or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under other transaction contemplated by this Agreement, MPL shall diligently defend the Tariffs, including appealing or any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this AgreementTransaction Document, the Parties will use reasonable best efforts to cooperate in all respects with each other and will use reasonable best efforts to contest and resist any such Proceeding and to have vacated, lifted, reversed, or overturned any Judgment, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Section 5.10, nothing in this Section 5.10 shall comply with all present and future Applicable Laws require either party or any of their respective Affiliates to make, or commit or agree to make, any concession or payment to, any Governmental Authority, nor to make, or commit or agree to make, any divestitures or similar transfers of any of their respective assets in response to any objections from any Governmental Authority having jurisdictionAuthority.

Regulatory Matters. 9.1 In the event that the FERC takes any adverse action with respect to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications forFor a period of ** following the Closing, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPCBuyer’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties expense Seller shall comply with all present reasonable requests of Buyer for assistance in its efforts to qualify its manufacturing operation with the FDA and future Applicable Laws obtain the GEM 21S Manufacturing Approval within ** following the Closing. From and after the Closing, Buyer shall exercise commercially reasonable efforts to satisfy the conditions precedent to the payments required by Sections 2.1(c)(iii) and (iv). (b) By no later than **, Seller will provide Buyer with the ** through **, in a form reasonably suitable for Buyer to submit to the FDA in a supplement to the GEM 21S PMA Application. (c) From and after the Closing, Seller shall use its best efforts, including without limitation undertaking any necessary studies to obtain the approval of the European Medical Agency (the “EMEA”) for GEM 21S (the “EU Approval”). Buyer will promptly provide to Seller all information in Buyer’s possession reasonably required for Seller to obtain the EU Approval. With the approval of Seller, Buyer may provide its services or those of its consultants to assist Seller in obtaining the EU Approval; it being agreed that Buyer may deduct any reasonable external and internal costs associated with such assistance from the milestone payments due under the R&D Termination Agreement. (d) Seller acknowledges that from and after the Closing, Buyer will create, manage and file in Buyer’s name and subject to Buyer’s approval (not to be unreasonably withheld) a request with the ** in ** for approval of GEM 21S. ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (e) From and after the Closing, the parties shall: (i) Upon request provide cross references to each others filings with respect to IDEs, INDAs NDAs, PMAs (and non-US counterparts thereof) and related filings with Governmental Authority having jurisdictionAuthorities, which will be unrestricted except as to the Field of use and any third-party restrictions relating to New Technology; (ii) be required to assist each other by providing existing documents that might be needed for registration of Licensed Products in the Field (in the case of Seller assisting Buyer) and out of the Field (in the case of Buyer assisting Seller); (iii) share all information submitted to the FDA or other Governmental Authorities regarding new products with application within the Field or with scientific or medical significance within the Field, including information relating to all clinical studies and pre-clinical testing; and (iv) cooperate with regard to quality, pharmacovigilance, product complaint and recall matters. (f) From and after the Closing, Buyer shall exercise commercially reasonable efforts in developing and obtaining approval for ** and GEM ONJ products that will trigger the payments required by Section 2.1(c)(v) and (vi) and shall provide Seller with reports every ** as to its progress in studying and obtaining approval of these products. (g) At all times following the Closing, Seller shall provide Buyer with access to and copies of all analytical methods used by Seller in connection with Licensed Products.

Regulatory Matters. 9.1 In (a) The parties shall promptly make all filings and notifications with, and shall use commercially reasonable efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for their respective execution and delivery of, and the event that performance of their respective obligations pursuant to, and the FERC takes any adverse action with respect to consummation of the Tariffs or any tariffs that MPL may file in the futuretransactions contemplated by, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL including as set forth in Sections 7.1(b), (c) and (d) below, and shall diligently defend the Tariffs, including appealing take all actions as may be requested by any such Governmental Authorities to obtain such authorizations, consents, orders and approvals; provided, however, that in no event shall PRA or PICA or any of their respective Affiliates be required to agree to (i) the divestiture of any business or entity of PRA or PICA or any of their Subsidiaries or (ii) any requirement imposed by a Governmental Authority that would reasonably be expected to have a (A) Material Adverse Effect on PICA and the PICA Subsidiaries, taken as a whole, or (B) material and adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under effect on the aggregate economic value and business benefits that would reasonably be expected to be obtained by PRA and its Affiliates from the transactions contemplated by this Agreement (each requirement or limitation specified in clauses (i) or (ii) of this paragraph, a “Burdensome Condition”). Neither PRA nor PICA shall take any action that they should be suspended until a stay is implemented reasonably aware would have the effect of delaying, impairing or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by impeding the FERC and confirmed by a court having final authority in receipt of any required approvals. (b) Promptly after the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions execution of this Agreement, then PICA shall use commercially reasonable efforts to prepare and file with the Parties shall negotiate Division in good faith accordance with the requirements of the Illinois Insurance Code: (i) the Plan of Conversion; (ii) the notice of the Plan of Conversion proposed to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms be given to the maximum extent permissible Eligible Members in accordance with the requirements of Section 59.1(4) of the Illinois Insurance Code (215 ILCS 5/59.1(4)); (iii) the form of proxies to be solicited from the Eligible Members; (iv) the form of notice required to be provided to persons who are issued policies after the adoption of the Plan of Conversion as required under Section 59.1(10) of the Illinois Insurance Code (215 ILCS 5/59.1(10)); and (v) copies of the Amended and Restated Articles and Amended and Restated Bylaws. Upon approval of the Plan of Conversion by the Director of the Division, PICA shall call a meeting of the Eligible Members to be held for the purpose of voting on the approval of the Plan of Conversion and mail the notice of the meeting to the Eligible Members in accordance with the requirements of Section 59.1(4)(b) of the Illinois Insurance Code (215 ILCS 5/59.1(4)(b)). As soon as practicable following (i) the receipt of the Decision and Order, (ii) the Director’s determination that all conditions to such judgment. In approval contained in the event Decision and Order have been satisfied, except for those conditions required by the Parties are unable Decision and Order to reach agreement be satisfied after the Closing Date and with respect to such an amendment within which the Director has received PICA’s and PRA’s written commitment to satisfy after the Closing Date, (iii) the adoption of the Plan of Conversion and the Amended and Restated Articles of Incorporation by the Eligible Members as provided in the Plan of Conversion, and (iv) the satisfaction or waiver of all of the conditions contained in Article 8 hereof, PICA shall file with the Director (A) the minutes of the special meeting, (B) a reasonable period certificate of time (which shall the Secretary of PICA setting forth the results of the vote on the Plan of Conversion and the Amended and Restated Articles of Incorporation and certifying as to whether or not be it was approved by not less than thirty two-thirds of the Eligible Members voting in person or by proxy at the special meeting and (30C) Daysthe Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of PICA. (c) after To the issuance extent applicable, PRA shall use commercially reasonable efforts to prepare and file with all necessary Governmental Authorities (i) a request for approval of such final judgment, then either Party may terminate the transactions contemplated by this Agreement upon written notice to by all applicable Insurance Regulators on Form A or on such other form as may be required by such Insurance Regulators and Applicable Law; (ii) the preacquisition notification and report forms and related material on Form E or any other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request forms required by a necessary Governmental Authority in connection with its applications forthe transactions contemplated by this Agreement; and (iii) a notice on Form D if required, with the Division in advance of the Capital Contribution required by Section 7.10. (d) Pursuant to the HSR Act, PRA and PICA will use commercially reasonable efforts to promptly prepare and file, or cause to be filed, the HSR Act Report with the Premerger Notification Agencies in respect of the transactions contemplated by this Agreement, which filing shall comply as to form with all requirements applicable thereto and all of the data and information reported therein shall be accurate and complete in all material respects. Each of PRA and PICA will use commercially reasonable efforts to promptly comply with all requests, if any, of the Premerger Notification Agencies for additional information or documentation in connection with the HSR Act Report forms filed by or on behalf of each of such parties pursuant to the HSR Act, and all such additional information or documentation shall comply as to form with all requirements applicable thereto and shall be accurate and complete in all material respects. (e) Each party shall provide to the processing ofother, (i) promptly after filing thereof, copies of all statements, applications, correspondence or forms filed by such party prior to the Closing Date with the Premerger Notification Agencies, the Insurance Regulators and any other Governmental Authority in connection with the transactions contemplated by this Agreement and (ii) promptly after delivery to, or receipt from, such regulatory authorities, all written communications, letters, reports or other documents relating to the transactions contemplated by this Agreement; provided, however, nothing contained in this Section 7.1 shall require PICA to provide PRA with any presentations, board books, work papers or other materials prepared in support of any appraisal or other valuation analysis of PICA; provided, further that the party sharing such filing or materials may redact from such filing and communications any confidential competitive information of such party and its Affiliates. (f) The parties hereto shall cooperate with each other and use their commercially reasonable efforts to promptly prepare and file all necessary certificatesdocumentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of any applicable all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Plan of Conversion), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Authorities; (b) at . PRA and PICA shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to Applicable Laws relating to the exchange of information, all times the information relating to support PRA or PICA, as the Tariffs specified case may be, and any of their respective Subsidiaries, which appear in this Agreement as a rate that MPC has agreed to pay; (c) not directly any filing made with, or indirectly take written materials submitted to, any action that indicates a lack of support for third party or any Governmental Authority in connection with the Tariffs at the terms agreed to transactions contemplated by MPC in this Agreement; and (d) not provided, however, nothing contained in this Section 7.1 shall require PICA to file provide PRA with any actionpresentations, protestboard books, complaint work papers or other action materials prepared in support of any appraisal or other valuation analysis of PICA; provided, further that the party sharing such filing or materials may redact from such filing and communications any confidential competitive information of such party and its Affiliates. The cooperation and coordination of each party required under this Section 7.1 shall include giving timely public notice of any public hearings regarding the transactions contemplated by this Agreement, and having its representatives attend and testify at such public hearings. In addition, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with the FERC each other with respect to the Tariffsobtaining of all permits, including any increased rates based on consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge transactions contemplated by this Agreement and agree that MPL operates each party will keep the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions other apprised of the Tariffs shall apply status of matters relating to completion of the services provided transactions contemplated by MPL pursuant to this Agreement. 9.4 In carrying out the terms (g) PRA and provisions of this AgreementPICA shall, the Parties shall comply upon request, furnish each other with all present information concerning themselves, their Subsidiaries, directors, officers and future Applicable Laws shareholders or stockholders, as applicable, 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 PRA, PICA or any of their respective Subsidiaries to any Governmental Authority having jurisdictionin connection with the Plan of Conversion and the other transactions contemplated by this Agreement. PICA and the PICA Subsidiaries understand and agree that PRA may be required to include in PRA SEC Reports to be filed prior to Closing some or all of the Consolidated Financial Statements, in which event PICA agrees to consent to the inclusion of such financial statements. In such event, PICA shall also request the independent auditors of PICA to consent to the inclusion of said financial statements in any registration statement of PRA that incorporates the financial statements included in such PRA SEC Report by reference. (h) PRA and PICA shall promptly advise each other upon receiving any communication from any Governmental Authority relating to the consent or approval from such Governmental Authority that is required for consummation of the transactions contemplated by this Agreement. (i) PICA and PRA shall use their commercially reasonably efforts to obtain any other consents and approvals and make any other notifications that may be required in connection with the transactions contemplated by this Agreement; provided, however, that none of PICA, the PICA Subsidiaries or PRA shall be required to compensate any third party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such consent or approval. (j) Notwithstanding anything contained herein to the contrary, neither party shall be required to disclose to the other any of its or its Affiliates, confidential competitive information and neither party shall be required to comply with any provision of this Section 7.1 to the extent that such compliance would be prohibited by Applicable Law.

Regulatory Matters. 9.1 In the event that the FERC takes any adverse action with respect to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) During the Transition Period, Sepracor shall retain all right, title and interest in and to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support Marketing Authorization Applications for the Tariffs at Product in the terms agreed to by MPC in this Agreement; and (d) not to file any actionGSK Territory, protest, complaint or other action with the FERC with respect subject to the Tariffs, including any increased rates based on the inflationary index referred licenses granted to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL GSK pursuant to this Agreement. 9.4 (b) During the Transition Period, Sepracor shall support the MAA filed with the EMEA on 23rd July 2007 and use its Commercially Reasonable Efforts to obtain approval for the MAA from the EMEA for the Product with labeling consistent with, or less restrictive than, the Target Label. Sepracor shall be responsible for liaising with and managing all interactions with the EMEA in relation to the Product in connection with such MAA. Sepracor shall provide GSK with reasonable advance notice of any meetings with the EMEA (including any oral hearings), if practicable, and GSK shall have the right, but not the obligation, to attend and participate in such meetings where legally permissible. In carrying addition, Sepracor shall promptly provide GSK with copies of all material correspondence from the EMEA (including any assessment reports) related to the Product in the GSK Territory, and shall provide GSK with draft copies of all material correspondence intended for the EMEA (including any response documents) for review and agrees to consider in good faith any prompt comments GSK may have with respect to any such regulatory filings or interactions. (c) During the Transition Period, Sepracor shall remain responsible for liaising with and managing all interactions with other Regulatory Authorities in relation to the Product in connection with a MAA for any country in the GSK Territory, except for those countries where the Parties have mutually agreed to earlier transfer responsibility to GSK. Sepracor shall not however initiate the filing of any new MAA, or initiate any interaction, with any Regulatory Authorities (other than the EMEA) within the GSK Territory related to the Product without the prior approval of GSK. Sepracor shall provide GSK with reasonable advance notice of any meetings with any such Regulatory Authority (including any oral hearings) about the Product, if practicable, and GSK shall have the right, but not the obligation, to attend and participate in such meetings where legally permissible. In addition, Sepracor shall promptly provide GSK with copies of all material correspondence from any such Regulatory Authorities (including any assessment reports) related to the Product in the GSK Territory, and shall provide GSK with draft copies of all material correspondence intended for any such Regulatory Authorities (including any response documents) for review and agrees to consider in good faith any comments GSK may have with respect to any such regulatory filings or interactions with respect to the Product. Where the Parties have agreed to transfer responsibility to GSK for any country in the GSK Territory before the expiration or termination of the Transition Period, Sections 4.2(d), 5.1 and 5.14 shall apply mutatis mutandis. (d) Subject to obtaining all required consents or approvals from all relevant Regulatory Authorities, as soon as reasonably practicable following the expiration or termination of the Transition Period, Sepracor shall transfer to GSK all Marketing Approvals and/or XXXx for the Product in the GSK Territory (except for DMFs), with Sepracor to invoice GSK for one-half of any out-of-pocket costs for so doing. In addition, Sepracor agrees to promptly execute, acknowledge and deliver such further instruments, and to do all such other reasonable acts, as may be necessary in order to carry out the terms transfer of such Marketing Approvals and/or XXXx, as the case may be related to the Product in the GSK Territory. (e) Within [**] following the Effective Date, GSK and provisions Sepracor shall provide for review by the JSC an outline showing in reasonable detail GSK’s provisional plans for filing Marketing Authorization Applications and obtaining Marketing Approvals in the GSK Territory, with a particular focus on the overall strategy and timeline of this Agreement, material submissions and filings (if any) during the Parties shall comply with all present Transition Period and future Applicable Laws of any Governmental Authority having jurisdictionhow the various regulatory interactions will be managed during the Transition Period.

Regulatory Matters. 9.1 In the event that the FERC takes any adverse action with respect to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) Each Partner recognizes and acknowledges that the business conducted by the Partnership and its Subsidiaries is subject to take all complex regulatory provisions relating to fisheries management, vessel documentation and ownership and other maritime matters. The Partnership is required to satisfy certain foreign ownership requirements that require the provision of detailed information and may require alterations in the Partnership’s capital structure and/or ownership. Each Partner agrees, at the request of the General Partner, promptly to furnish to the General Partner such actions information as to such Partner’s citizenship, domicile or residence, management, ownership, and do all capital structure (and, to the extent it is able to obtain it, such things information as MPL to the citizenship, domicile or residence, management, ownership and capital structure of each Person that holds, directly or indirectly, an equity interest in or other right to Control such Partner) as the General Partner shall reasonably request in connection order to comply, or to evaluate the Partnership’s compliance, with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; such regulatory requirements. (b) Each Partner agrees that if at all times to support the Tariffs specified any time it or its Affiliates holds an interest in this Agreement any Person, vessel, processing facility or other assets as a rate that MPC has agreed to pay; result of which any limitation or restriction is imposed (cor but for this provision would be imposed) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge quantity of any fish or shellfish which may be harvested or processed by the Partnership or its subsidiaries and agree that MPL operates the Pipeline System as a common carrier, their successors and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and assigns under applicable provisions of the Tariffs shall apply American Fisheries Act and any regulations thereunder or relevant thereto, there shall, to the services provided fullest extent permitted by MPL pursuant law, automatically be redeemed (retroactively as of the date such limitation or restriction would have been applicable) and exchanged for Redemption Securities a number of Units held by such Partner sufficient to this Agreementcause such limitation or restriction not to be applicable or further applicable. The principal amount of the Redemption Securities issued in exchange for Units shall be their fair market value as reasonably determined by the General Partner. No affected Partner shall have any right to oppose, retard, object to or otherwise inhibit such redemption, which shall, to the fullest extent permitted by applicable law, be automatic and irrevocable. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 4.1 Transfer of the Product NDA and Related FDA Regulatory Submissions. (a) Promptly after the Transition Date, the Parties shall submit (or cause the necessary Third Party to submit) to the FDA executed letters in the form set forth in Schedule 4.1(a) in order to transfer legal and record ownership of the FDA Regulatory Submissions for the Product, including any INDs (other than the IND existing as at the date hereof for the BID Trial), the Product NDA and all supplemental submissions to Aytu. Aytu shall not transfer any such Regulatory Submissions for the Product, including any INDs and the Product NDA, to any other Person, without the express written consent of Acerus, except in connection with any permitted assignment of this Agreement in accordance with Section 15.3. (b) Pursuant to CFR Article 5, Section 314.72, Change in Ownership of an Application, the Parties shall fulfill the following requirements: (i) Acerus shall submit a letter or other document that states that all rights to the application have been transferred to Aytu; (ii) Aytu shall submit an application form and a letter containing the following: (1) Aytu’s commitment to agreements, promises, and conditions made by Acerus of which it has been informed and which in contained in NDA #205488; (2) The date that the change in ownership is effective; and (3) Either a statement that Aytu has a complete copy of the approved NDA, including supplements and records that are required to be kept under 314.81, or a request for a copy of the application from FDA’s files. In the event that Aytu is required to make such a request from the FERC takes FDA, Acerus shall be responsible for all related user fees under 20.45 of FDA’s public information regulations. (A) Aytu shall advise FDA about any adverse action change in the conditions in NDA #205488 under 314.70, except Aytu may advise FDA in the next annual report about a change in the Product’s label or labeling to change the Product’s brand or the name of its manufacturer, packer, or distributor. (c) Not later than five (5) Business Days after the Transition Date, Acerus shall transfer to Aytu (and cause any Third Party in possession thereof to transfer to Aytu) all other Regulatory Submissions for the Product in the Territory, and upon such transfer, Aytu shall be the legal and beneficial owner of such Pre-Approval Regulatory Submissions. Effective upon such transfer, Aytu shall, subject to the terms and conditions of this Agreement, have primary responsibility for dealings with the applicable Regulatory Authority with respect to the Tariffs Product. (d) Acerus shall have a right of reference to all Regulatory Submissions for the Product made prior to the Effective Date or by or on behalf of Aytu or any tariffs that MPL may file sublicensee or Affiliate thereof in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request Territory in connection with its applications for, and Acerus’ Regulatory Submissions for Product outside the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12Territory. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (i) Except as Previously Disclosed, MortgageIT and its Subsidiaries have timely filed, or will have timely filed by the event Closing Date, all material reports required to be filed by any law, regulation or order of any federal or state governmental agency charged with the supervision or regulation of mortgage companies generally or MortgageIT and/or its Subsidiaries in particular (collectively, the “MortgageIT Regulatory Authorities”). Neither MortgageIT nor its Subsidiaries have done or caused to be done, or have failed to do or omitted to be done, any act, the effect of which would operate to invalidate or materially impair (A) any approvals, licenses or “doing business” authorizations of the MortgageIT Regulatory Authorities, (B) any FHA insurance or commitment of the FHA to insure, (C) any VA guarantee or commitment of the VA to guarantee, (D) any private mortgage insurance or commitment of any private mortgage Insurer to insure, (E) any title insurance policy, (F) any hazard insurance policy, (G) any flood insurance policy, (H) any fidelity bond, direct surety bond, or errors and omissions insurance policy required by the MortgageIT Regulatory Authorities or private mortgage Insurers, or any surety or guaranty agreement. Except as Previously Disclosed, since December 31, 2003, no Agency, Investor or private mortgage Insurer has (A) claimed that MortgageIT or any of its Subsidiaries has violated or has not complied with the FERC takes any adverse action applicable underwriting standards with respect to the Tariffs Loans sold by MortgageIT or any tariffs Subsidiary to an Investor or Agency, or (B) imposed restrictions on the activities (including commitment authority) of MortgageIT or any Subsidiary. (ii) Except as Previously Disclosed, neither MortgageIT nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any order, decree, agreement, memorandum of understanding, supervisory agreement, cease and desist order or similar arrangement with, or a commitment letter or similar submission to, or supervisory letter from, any MortgageIT Regulatory Authorities. (iii) Except as Previously Disclosed, neither MortgageIT nor any of its Subsidiaries has been advised by, nor does it have any knowledge of facts which could give rise to an advisory notice by, any MortgageIT Regulatory Authority that MPL may file in such MortgageIT Regulatory Authority is contemplating issuing or requesting (or is considering the future, in each case that negatively affects the rights appropriateness of issuing or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing requesting) any such adverse action. If any such adverse action is not stayed pending appealorder, each Party’s obligations under this Agreement shall be suspended until a stay is implemented decree, agreement, memorandum of understanding, supervisory agreement, cease and desist order, commitment letter, supervisory letter or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Partysimilar submission. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) As between the event that Parties, XXXXXXX will (i) be solely responsible for, and will solely own, all applications for Regulatory Approval and Pricing Approval with respect to a Product and (ii) have the FERC takes any adverse action sole right and responsibility to file all INDs and make all other filings with the Regulatory Authorities, and to otherwise seek all Regulatory Approvals and Pricing Approvals for the Products, in the Territory, as well as to conduct all correspondence and communications with Regulatory Authorities regarding such matters. Upon the Effective Date with respect to the Tariffs Initial Target, and upon MERSANA exercising its Option right for a Licensed Target (other than the Initial Target) in accordance with Section 2.2(c) during the Term and thereafter as provided in Section 10.3(a)(2), SNFX, on behalf of itself and its Affiliates, shall grant and does hereby grant to MERSANA and its Affiliates a non-exclusive, transferable in accordance with Section 11.5, “Right of Reference,” as that term is defined in 21 C.F.R. § 314.3(b) and any foreign counterpart of such regulation, with the right to grant such a Right of Reference to Sublicensees hereunder (through multiple tiers), to and under all data contained in any Regulatory Documentation Controlled by SNFX that is necessary or useful to Develop, Manufacture, Commercialize or otherwise Exploit a Product in the Field in the Territory, and SNFX shall provide a signed statement to this effect, if requested by XXXXXXX, in accordance with 21 C.F.R. § 314.50(g)(3) (or any tariffs that MPL may file in analogous applicable Law recognized outside of the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other PartyUnited States). 9.2 MPC hereby agrees: (ab) to take all such actions SNFX shall provide MERSANA with reasonable cooperation and do all such things as MPL shall reasonably request assistance in connection with its applications forregulatory activities for each Product at MERSANA’s sole cost and expense, including (i) reasonable assistance in preparing filings and submissions necessary to obtain and maintain Regulatory Approval and Pricing Approval (if applicable) for each Product, (ii) responding to reasonable requests by MERSANA for additional Regulatory Documentation (and information and clinical data contained therein) related to such Product, and the processing of, (iii) providing other technical information in SNFX’s Control that is necessary or useful for MERSANA in connection with any necessary certificates, approvals and authorizations application for Regulatory Approval or Pricing Approval for a Product; provided that SNFX’s cooperation is subject to XXXXXXX’s reimbursement of any applicable Governmental Authorities; (b) at all times reasonable out-of-pocket costs incurred by SNFX and [**]. Further, such access shall be requested and coordinated through a single contact person to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; be designated by SNFX. (c) not directly or indirectly take any action MERSANA shall be responsible for ensuring, at its sole expense, that indicates a lack the Development, Manufacturing, Commercialization and other Exploitation of support all Products in the applicable jurisdiction within the Territory are in compliance with applicable Laws in all material respects, including all rules and regulations promulgated by applicable Regulatory Authorities. Specifically and without limiting the foregoing, MERSANA shall be responsible for filing all compliance filings, certificates and safety reporting for the Tariffs Products required by applicable Law at its sole expense in the terms agreed to by MPC in this Agreement; and Territory. (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System XXXXXXX shall be subject to responsible for taking all Applicable Laws actions related to common carrier pipelines. The terms adverse event reporting and provisions other regulatory obligations that are legally required of the Tariffs shall apply to the services provided by MPL pursuant to this Agreementholder of a Regulatory Approval application, license, registration or authorization under applicable Law. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) Super 8-K. The Company and Ionix shall cooperate to promptly prepare and file with the event that SEC a Super 8-K (the FERC takes “Super 8-K”) announcing the Share Purchase describing the VIE Transaction, in compliance with applicable SEC regulations. Parent, with the Company’s cooperation, shall use its commercially reasonable efforts to respond to any adverse action SEC review of the Super 8-K under the Securities Act as promptly as practicable after such filing. Parent shall also use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals as may be required to carry out the transactions contemplated by this Purchase Agreement, and the Company shall furnish all information concerning the Company Shareholders and the VIE Transaction as may be reasonably requested in connection with the foregoing actions. Parent shall, as promptly as reasonably practicable after receipt thereof, provide the Company with copies of any written comments and advise the other party of any oral comments received from the SEC with respect to the Tariffs Super 8-K. Parent shall also advise the Company, as promptly as reasonably practicable after receipt of notice thereof, concerning the issuance of any stop order, or the suspensions of the qualification of the Parent Common Stock issuable in connection with the Share Purchase for offering or sale in any tariffs that MPL may file in jurisdiction. The parties shall cooperate and provide the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until other with a stay is implemented or a final, non-appealable decision is rendered reasonable opportunity to review and comment with respect to any comments of the SEC and any amendment or supplement to the Super 8-K prior to filing such adverse actionwith the SEC and will provide each other with a copy of all such filings with the SEC to the extent not otherwise publicly available. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory at any time prior to the provisions Closing Date, Parent or the Company has knowledge of this Agreementany information relating to Parent, then the Parties shall negotiate Company or any of their respective officers, directors or other affiliates, which should be set forth in good faith an amendment or supplement to amend this Agreement to comply with the Super 8-K so that any such judgment and document would not include any misstatement of a material fact or omit to retain state any material fact necessary to make the protections and structures reflected by its current terms statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party and, to the maximum extent permissible under required by applicable Laws, an appropriate amendment or supplement describing such judgment. In information shall be promptly filed with the event SEC. (b) Each of Parent and the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgmentCompany shall, then either Party may terminate this Agreement upon written notice request, furnish to the other Party. 9.2 MPC hereby agrees: (a) to take all information concerning itself, its Subsidiaries, directors, officers and stockholders and such actions and do all such things other matters as MPL shall may be reasonably request necessary or advisable in connection with its applications forpreparation and filing of the Super 8-K or any other statement, filing, notice or application made by or on behalf of Parent, Parent’s Subsidiary, or the Company to any Governmental Authority, including, without limitation, FINRA, in connection with the Share Purchase and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in other transactions contemplated by this Agreement as a rate that MPC has agreed to pay; Purchase Agreement. (c) not directly or indirectly take Each of Parent and the Company shall promptly advise the other upon receiving any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC with respect to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Tariffs shall apply to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of communication from any Governmental Authority having jurisdictionthe consent or approval of which is required for consummation of the transactions contemplated by this Purchase Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other Party with a copy of such communication.

Regulatory Matters. 9.1 In the event that the FERC takes The Company agrees to cooperate in good ------------------ faith with and assist any adverse action with respect to the Tariffs Bank Holder or any tariffs that MPL of the Bank Holder's Affiliates as such Bank Holder may file in the future, in each case that negatively affects the rights or obligations of MPC under this Agreement, MPL shall diligently defend the Tariffs, including appealing any such adverse action. If any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at all times to support the Tariffs specified in this Agreement as a rate United States regulatory issues that MPC has agreed to pay; (c) not directly or indirectly take any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action with the FERC may arise with respect to the TariffsCompany. Anything herein or in the Warrants to the contrary notwithstanding, including in the event that any increased rates based on Bank Holder or any of such Bank Holder's Affiliates shall determine that it is illegal or unduly burdensome, by reason of regulatory restriction, for such Bank Holder or such Affiliate to continue to hold some or all of the inflationary index referred Warrants or its Warrant Shares or any other securities of the Company held by it, such Bank Holder or such Affiliate, as the case may be, may sell or otherwise dispose of that portion of its Warrants or Warrant Shares, as the case may be, that such Bank Holder or such Affiliate determines to be appropriate in Section 3.12. 9.3 light of such regulatory restrictions in as prompt and orderly a manner as is reasonably necessary. The Parties acknowledge Company shall cooperate with and agree that MPL operates assist such Bank Holder or such Affiliate, as the Pipeline System as a common carriercase may be, in disposing of such Warrants or Warrant Shares, and MPC’s rights (without limiting the foregoing) at the request of such Bank Holder or such Affiliate, as a shipper on the Pipeline System case may be, the Company shall be provide (and authorize such Bank Holder or such Affiliate, as the case may be, to provide) financial and other information concerning the Company to any prospective purchaser of the Warrants or Warrant Shares owned by such Bank Holder or such Affiliate, as the case may be, subject to all Applicable Laws related to common carrier pipelinesappropriate confidentiality arrangements. The terms provisions of this Section 4.06 shall inure solely to the benefit of such Bank Holders and their Affiliates which are subject to the provisions of the Tariffs shall apply to the services provided by MPL pursuant to this AgreementBank Holding Company Act of 1956, as amended (including Regulation Y promulgated thereunder). 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

Regulatory Matters. 9.1 In (a) Section 2.22(a) of the event that the FERC takes any adverse action Disclosure Schedule sets forth all Governmental or Regulatory Authorities and SROs with respect to the Tariffs which Descap or any tariffs that MPL may file in the futureof its officers or employees is required to (i) be registered, (ii) make filings or applications with or (iii) be a member of, in each case that negatively affects in order to conduct its business. Descap has timely made all such filings, applications and registrations and all amendments thereto required to be made and is a member of each such SRO. All such filings, applications, and registrations (together with all such amendments) and all such memberships are in full force and effect, and, to the rights knowledge of the Controlling Shareholders, no suspension or obligations cancellation of MPC under this Agreement, MPL shall diligently defend any of them is threatened or reasonably likely and there are no facts which could reasonably be the Tariffs, including appealing basis for any such adverse actionsuspension or cancellation. If All such filings, applications and registrations are current and do not need to be amended in any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse actionmaterial respect. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory Prior to the provisions execution of this Agreement, then true and complete copies of such reports, registrations and statements have been delivered or made available to Buyer. Descap has conducted and continues to conduct its business in accordance with all Laws and the Parties shall negotiate rules of all SROs of which it is a member relating to Descap or to the employees conducting such business, including, but not limited to, Laws and SRO rules and interpretations relating to xxxx-ups. (b) Descap, as a Broker-Dealer, has not engaged in good faith any business activities for which it is not authorized by any Governmental or Regulatory Authority or SRO to amend this Agreement to comply engage or inconsistent with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (which shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: (a) to take all such actions and do all such things as MPL shall reasonably request limitations or restrictions imposed in connection with its applications forregistration forms (including Forms BD and NASD Membership Agreements) and reports filed with any Governmental or Regulatory Authorities or SROs. All other reports and statements required to be filed by Descap have been filed and Descap has paid all fees and assessments due and payable in connection therewith. (c) The information contained in each registration, form, report, filing or application referenced in paragraphs (a) and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; (b) at above was true and complete in all times material respects as of the date of the filing thereof, and timely amendments have been filed, as necessary, to support correct or update any information reflected in such registration, form, report, filing or application. Each registration, form, report, filing or application, when filed, complied, and if filed after the Tariffs specified date hereof, will comply, with all applicable statutes, rules, regulations and orders of the Governmental or Regulatory Authority or SRO with which it was filed and did not and will not, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in this Agreement the light of the circumstances under which they were made, not misleading. Each such registration is in full force and effect on the date hereof and does not need to be amended in any material respect. Except as a rate that MPC has agreed set forth in Section 2.22(c) of the Disclosure Schedule, there are no unresolved exceptions or violations by Descap with respect to pay; (c) not directly any regulatory examinations or indirectly take any action that indicates a lack audits of support for the Tariffs at the terms agreed to by MPC in this Agreement; and Descap. (d) not All of Descap's officers and employees who are required to file be licensed or registered to engage in the activities or perform the responsibilities currently assigned to them or otherwise conduct business are, and at all required times have been, duly licensed or registered with each Governmental or Regulatory Authority or SRO in or with which such licensing or registration is required (such officers and employees are collectively, the "Registered Personnel"). Except as set forth on Section 2.22(d) of the Disclosure Schedule, none of the Registered Personnel is or has been subject to any action, protest, complaint disciplinary or other action with regulatory compliance proceeding that could prevent, restrict, unduly delay or otherwise limit the FERC with respect transfer from Sellers to Buyer, or the re-licensing or re-registration by Buyer, of the licenses or registrations of such Registered Personnel in any state in which such Registered Personnel are licensed, registered or required to be licensed or registered. Except as set forth on Section 2.22(d) of the Disclosure Schedule, none of the Controlling Shareholders has any knowledge of any facts that could be the basis for any such disciplinary or regulatory proceeding. Except as set forth on Section 2.22(d) of the Disclosure Schedule, none of the Registered Personnel is subject to any "statutory disqualification", as defined in Section 3(a)(39) of the Exchange Act, or to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of, the registration of Descap, and, to the Tariffsknowledge of the Controlling Shareholders, including there is no Action or Proceeding, pending or contemplated, which could result in any increased rates based on such censure, limitations, suspension or revocation or any facts which could reasonably constitute the inflationary index referred to basis for any such Action or Proceeding. (e) Except as set forth in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions 2.22(e) of the Tariffs shall apply Disclosure Schedule, Descap has not received any notification or communication from any Governmental or Regulatory Authority or SRO (i) indicating that it may not be in compliance with any of the statutes, rules, regulations or ordinances of such Governmental or Regulatory Authority or SRO, (ii) threatening to revoke, suspend or cancel any license, franchise, permit, seat membership or registration on any stock or commodities exchange or in any SRO, (iii) requiring Descap or any of its owners, managers, supervisors, directors, officers or controlling persons to enter into a cease and desist order, agreement or memorandum of understanding restricting or limiting any activities or authority, or (iv) otherwise restricting or disqualifying the activities of Descap. Prior to the services provided by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions execution of this Agreement, the Parties shall comply with all present true and future Applicable Laws complete copies of any Governmental Authority having jurisdictionsuch written notification or communication have been provided to Buyer. Except as set forth in Section 2.22(e) of the Disclosure Schedule, none of the Controlling Shareholders has any knowledge of any facts that could result in such notification or communication.

Regulatory Matters. 9.1 Each party shall keep each of the other parties reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents of any Governmental Authority. In that regard, each party shall without limitation: (i) promptly notify the event that others of, and if in writing, furnish the FERC takes others with the copies of (or, in the case of material oral communications, advise the others orally of) any adverse action communications from or with any Governmental Authority with respect to the Tariffs or any tariffs that MPL may file in the future, in each case that negatively affects the rights or obligations of MPC under transactions contemplated by this Agreement, MPL shall diligently defend (ii) permit the Tariffsothers to review and discuss in advance, including appealing and consider in good faith the views of the others in connection with, any proposed written (or any proposed material oral) communication with any Governmental Authority, (iii) not participate in any meeting with any Governmental Authority unless it consults with the others in advance and to the extent permitted by such adverse action. If Governmental Authority gives the others the opportunity to attend and participate thereat, (iv) furnish the others with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such adverse action is not stayed pending appeal, each Party’s obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered Governmental Authority with respect to such adverse action. If a final, non-appealable decision is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then and (v) respond as promptly as reasonably practicable to any inquiries received from the Parties shall negotiate FTC or the Antitrust Division and to all inquiries and requests received from any State Attorney General or other Governmental Authority in good faith connection with Regulatory Approvals and antitrust matters. Notwithstanding anything to amend the contrary contained herein, (i) nothing in this Agreement will require LKQ, whether pursuant to comply with an order of the FTC or the Antitrust Division or otherwise, to dispose of any such judgment and assets, lines of business or equity interests in order to retain obtain the protections and structures reflected by its current terms consent of the FTC or the Antitrust Division to the maximum extent permissible under such judgment. In transactions contemplated by this Agreement, and (ii) without the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time other parties’ consent (which consent shall not be less than thirty (30) Days) after unreasonably withheld, delayed or conditioned), none of the issuance Company, LKQ or any of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party. 9.2 MPC hereby agrees: their affiliates shall (a) extend any waiting period or agree to take all such actions and do all such things as MPL shall reasonably request in connection with its applications for, and refile under the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities; HSR Act or (b) at all times to support the Tariffs specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or indirectly take enter into any action that indicates a lack of support for the Tariffs at the terms agreed to by MPC in this Agreement; and (d) not to file any action, protest, complaint or other action agreement with the FERC with respect FTC or the Antitrust Division agreeing to the Tariffs, including any increased rates based on the inflationary index referred to in Section 3.12. 9.3 The Parties acknowledge and agree that MPL operates the Pipeline System as a common carrier, and MPC’s rights as a shipper on the Pipeline System shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions suspend consummation of the Tariffs shall apply to the services provided transactions contemplated by MPL pursuant to this Agreement. 9.4 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.