Common use of Required Actions Clause in Contracts

Required Actions. (a) Subject to the terms hereof, including Section 6.03(c), Parent and the Company shall each use reasonable best efforts to (i) take, or cause to be taken, all actions, and 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 the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Merger.

Required Actions. (a) Subject to the terms hereofand conditions of this Agreement, including Section 6.03(c)SJW, Parent Merger Sub and the Company CTWS shall each use its respective reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary, proper or advisable under applicable Laws to carry out the intent and purposes of this Agreement and to consummate and make effective effective, as soon as reasonably practicable, the Merger and the other transactions contemplated hereby as promptly as practicableby this Agreement. (b) Without limiting the generality of Section 6.03(a), (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement SJW and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, SJW Board and thereafter make any other required submissions, with respect to this Agreement CTWS and the Merger required under (A) CTWS Board, as the Securities Act and the Exchange Actcase may be, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (ix) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement Agreement, the Merger or any other transaction contemplated by this Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement Agreement, the Merger or any other transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement. (c) Upon Without limiting the terms and subject to generality of Section 6.03(a): (i) As promptly as reasonably practicable following the terms and conditions date of this Agreement, Parent SJW and CTWS each shall file with the United States Federal Trade Commission (the “FTC”) and the Company agreeAntitrust Division of the United States Department of Justice (the “DOJ”) Notification and Report Forms relating to the transactions contemplated herein required by the HSR Act. Without limitation of Section 6.03(c)(ii) below, SJW and CTWS each shall use reasonable best efforts to obtain early termination of any waiting period under the HSR Act and SJW and CTWS shall each, as promptly as reasonably practicable, (A) supply the other with any information which may be required in order to effectuate such filings and (B) supply any additional information which reasonably may be required by the FTC or the DOJ. (ii) Each of SJW and CTWS shall use reasonable best efforts to prepare and file, or cause to be prepared and filed, as promptly as reasonably practicable after the date of this Agreement, all filings, submissions and registrations required to be made to the PURA and the MPUC, and shall cause all other applications, notices, registrations, filings, reports and other documents required to be filed with any Governmental Entity with respect to the Merger and the other transactions contemplated by this Agreement, including all SJW Regulatory Approvals and all CTWS Regulatory Approvals. Each of CTWS and SJW shall, as promptly as reasonably practicable, (A) supply the other with any information which reasonably may be required in order to effectuate such filings, (B) supply any additional information which reasonably may be required by a Governmental Entity of any jurisdiction and which the parties may reasonably deem appropriate, and (C) subject to applicable Law and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the SJW or CTWS, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to cooperate and use their respective such transactions. No party shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect to any such filings, investigation or other inquiry without using reasonable best efforts to give (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law feasible and reasonably practicable shall enable appropriate) the other party to participate in each prior notice of the meeting or conversation and, unless prohibited by such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and a reasonable opportunity to make any registrations, declarations, notices attend or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) participate. Subject to applicable Law and the instructions of any Governmental Entity, Parent the parties will consult and cooperate with one another and permit the Company shall other party or its counsel to review in advance, and consider in good faith cooperatethe views of the other in connection with, consult and consider the other’s views in order any proposed written communication by such party to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under or relating to the FCC ConsentsHSR Act, PSC Consents and Local Consents) other antitrust Laws or any applicable state Laws in connection with the Merger and the other transactions contemplated hereby by this Agreement. (iii) Each of SJW and CTWS shall (A) give the other party prompt notice of the commencement or threat of commencement of any legal proceeding by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (B) keep the other party informed as to the status of any such legal proceeding or threat, and (yC) cooperate in all material respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, Judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the positions Merger or the other transactions contemplated hereby. (iv) Each of SJW and CTWS shall: (A) reasonably cooperate with the other party, execute and deliver such further documents, certificates, agreements and instruments and take such other actions as may be reasonably requested by the other party to evidence or reflect the transactions contemplated by this Agreement (including the execution and delivery of all documents, certificates, agreements and instruments reasonably necessary for all filings hereunder); (B) give all notices (if any) required to be taken made and the regulatory actions to be requested in any filing or submission with a Governmental Entity given by such party in connection with the Merger and the other transactions contemplated hereby and by this Agreement; (C) use reasonable best efforts to obtain each approval, consent, ratification, permission, waiver of authorization (including any authorization of a Governmental Entity) required to be obtained from Governmental Entities pursuant to any applicable Law by such party in connection with any investigation or other inquiry or Action by or before, the Merger or any negotiations with, a Governmental Entity relating to the Merger and of the other transactions contemplated hereby by this Agreement, including the SJW Regulatory Approvals and the CTWS Regulatory Approvals; and (D) obtain any approval, consent, ratification, permission, waiver or authorization required to be obtained from parties to any SJW Material Contract identified on Section 6.03(c)(iv) of all the SJW Disclosure Letter or CTWS Material Contract identified on Section 6.03(c)(iv) of the CTWS Disclosure Letter, including by entering into and negotiating commercially reasonable definitive agreements with respect to such parties to such material Contracts, offering customary fees, discounts and other regulatory matters incidental theretoincentives to such parties on commercially reasonable terms and paying any customary expenses incurred in connection therewith; provided, however, that SJW and CTWS are not required to take any such action unless the effectiveness of the action is contingent upon the consummation of the Merger. (fd) For the purposes Notwithstanding any other provision of this Section 6.03Agreement, “reasonable best efforts” SJW and the SJW Subsidiaries shall include taking be required to sell, divest or hold separate or otherwise take or commit to take any action that limits its freedom, or after the Merger, the freedom of action of SJW or any of SJW’s Affiliates with respect to, or its ability to retain, SJW and all actions SJW’s Subsidiaries, CTWS or CTWS’s Subsidiaries, or any of the respective businesses, product lines or assets of SJW, CTWS or any of their respective Subsidiaries or Affiliates to the extent necessary to obtain satisfy the Consents of any Governmental Entity (including the FCC Consentsconditions set forth in Section 7.01(d), PSC Consents unless and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company extent such divestiture or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any other action or actions thatwould, individually or in the aggregate, would have or reasonably be reasonably likely expected to have a either a Parent Regulatory Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”)Effect. For In addition, neither SJW nor any of its Affiliates shall be under any obligation to take any action under this Section 6.03(d) if the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company FTC or the Company DOJ authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the transactions contemplated by this Agreement. (e) Notwithstanding any other provision of this Agreement, CTWS and the CTWS Subsidiaries shall be required to submit sell, divest or hold separate or otherwise take or commit to take any action that limits its freedom, or after the Merger, the freedom of action of SJW or any of SJW’s Affiliates with respect to, or its ability to retain, SJW and SJW’s Subsidiaries, CTWS or CTWS’s Subsidiaries, or any of the respective businesses, product lines or assets of SJW, CTWS or any of their respective Subsidiaries or Affiliates to the extent necessary to satisfy the conditions set forth in Section 7.01(d), unless and to the extent such divestiture or other action would, individually or in the aggregate, have or reasonably be expected to have a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon Regulatory Material Adverse Effect. In addition, neither CTWS nor any of its Affiliates shall be under any obligation to take any action under this Section 6.03(e) if the FTC or the DOJ authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger and will not be effective for transactions contemplated by this Agreement. (f) Notwithstanding any purpose until after the Effective Timeother provision of this Agreement, and (i) neither SJW nor any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement its Affiliates or any condition under Section 7.01 of their respective Representatives shall cooperate with any third party in seeking regulatory clearance of any SJW Takeover Proposal and (ii) neither CTWS nor any of its Affiliates or Section 7.03 to the obligation any of Parent and Merger Sub to effect the Mergertheir respective Representatives shall cooperate with any third party in seeking regulatory clearance of any CTWS Takeover Proposal.

Required Actions. (a) Subject to the terms hereofand conditions specified herein, including Section 6.03(c), Parent each of Buyer and the Company ABI shall each use reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party in doing, all things reasonably necessary, proper or advisable (subject to applicable Law) to satisfy each condition to the other party’s obligations contained in this Agreement in order to consummate and make effective the transactions contemplated hereby by this Agreement as promptly as practicablereasonably practicable but in any event by the Long Stop Date; provided that this Agreement shall not in any way modify or expand ABI’s obligations under the ABI Cooperation Agreement, including ABI’s obligations under Section 3 thereof. Without limiting the generality of the foregoing, ABI shall not enter into or otherwise consent to any amendment, modification or waiver of the ABI Cooperation Agreement that would reasonably be expected to be adverse to Buyer or the Acquired Business without the prior written consent of Buyer. (b) Buyer and ABI shall each take (subject (x) in the case of ABI, to the proviso in Section 5.01(a) and (y) in the case of Buyer, to the proviso in this Section 5.01(b)) all actions necessary to obtain all consents, licenses, permits, waivers, approvals, clearances and authorizations or orders of, or nonactions by, any Governmental Authority (collectively, “Consents”) that are required to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable but in any event by the Long Stop Date. In furtherance and not in limitation of the foregoing, Buyer and ABI shall each (subject (x) in the case of ABI, to the proviso in Section 5.01(a) and (y) in the case of Buyer, to the proviso in this Section 5.01(b)) (i) provide all necessary notices, reports, registrations, submissions of information, applications and other filings in connection with obtaining any Consents, (ii) as promptly as practicableprosecute all such filings and Consents with all appropriate diligence, obtain from any Governmental Entity or any other third party any Consents (iii) furnish all information required to be obtained furnished in connection with the Consents of or made by Parent or filings with any Governmental Authority, and promptly cooperate with the Company other party hereto and furnish information in connection with any such requirements imposed upon Buyer, ABI or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iiiiv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement, (v) facilitate obtaining any final order, writ, judgment or decree approving the transactions contemplated by this Agreement in accordance with the terms hereof, (vi) defend any lawsuits or other Actionslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversedreversed so as to enable the parties hereto to consummate and make effective, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated byhereby in accordance with the terms hereof and (vii) take, or cause to be taken, all actions, and do, or cause to fully carry out the purposes ofbe done, this Agreement. Parent and the Company shall assist and cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby party hereto in doing, all things necessary, in simultaneous coordination, to avoid or eliminate each and every legal impediment that may be consummated asserted by any Governmental Authority so as promptly as practicable on to enable the terms contemplated by this Agreement. (c) Upon the terms parties hereto to consummate and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the othereffective, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”)practicable, any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised in accordance with the terms hereof, including making any amendments or modifications to this Agreement to the extent required by any Governmental Entity and Authority in connection with obtaining a required Consent; provided that, notwithstanding the foregoing or anything to contest and resist any actionthe contrary contained herein, including any legislativeto the extent that, administrative or judicial action, and to prevent obtain the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions Consent of any Governmental EntityAuthority, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order it is necessary or required to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned undertake one or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation more divestitures or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions remedies that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Substantial Adverse Effect Impact on the JV, Buyer shall have the right to consent (or Company Material Adverse Effect not) in its sole discretion to such divestitures or other remedies. (each a “Burdensome Condition”). For c) Each of Buyer and ABI will consult and cooperate with the avoidance other (including in relation to any parallel merger review process resulting from the transactions contemplated by this Agreement and the ABI Transaction) and (i) consider in good faith the views of doubt, notwithstanding any request or consent of Parent to do sothe other, in no event shall connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings involving any Governmental Authority relating to the Company Consents, except that materials may be redacted to address reasonable privilege or confidentiality concerns and to prevent the Company Subsidiaries be required exchange of confidential information prohibited by applicable Law; (ii) promptly advise the other’s counsel of any written or material oral communication to submit or from any Governmental Authority with respect to a Burdensome Condition the Consents; (iii) not participate in any meeting or discussion with any Governmental Authority in respect of any Consent without first consulting with the other’s counsel and, unless prohibited by such Burdensome Condition is conditioned in Governmental Authority, giving the other’s counsel the opportunity to attend; and (iv) promptly furnish the other’s counsel with copies of all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Timecorrespondence, filings, and written communications between such party and any Governmental Authority with respect to the Consents, except that materials may be redacted to address reasonable privilege or confidentiality concerns and to prevent the exchange of confidential information prohibited by applicable Law. To the extent permitted by applicable Law, Buyer and ABI shall coordinate and cooperate fully with each other in exchanging such Burdensome Condition imposed on information and providing such assistance as the Company or the Company Subsidiaries at the other party may reasonably request of or in connection with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Mergerforegoing.

Required Actions. (a) Subject to the terms hereofand conditions of this Agreement, including Section 6.03(c), Parent and each of the Company parties shall each use its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary to consummate and make effective, as soon as reasonably possible, the Mergers and the other transactions contemplated by this Agreement in accordance with the terms hereof. Without limiting the generality of the foregoing, upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the Mergers and the other transactions contemplated hereby by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as promptly as practicablerequired under any Contract, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actionslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement Mergers and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take (iii) obtain all action reasonably appropriate to ensure that necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and (iv) make all necessary registrations, declarations and filings with any Governmental Entity, including filings required under the Merger HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice; provided that no party shall be required to pay (and MSLO and its Subsidiaries shall not pay or agree to pay without the prior written consent of Sequential, which consent shall not be unreasonably withheld, conditioned or delayed) any fee, penalty or other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon the terms and subject consideration to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make third party for any registrations, declarations, notices consent or filings, if any, necessary approval required for the consummation of the transactions contemplated hereby, (ii) by this Agreement under any Contract. In furtherance and not in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests limitation of the FCCforegoing, any State RegulatorSequential and MSLO each shall, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not no later than ten Business Days following the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms execution and subject to the terms and conditions delivery of this Agreement, Parent file a Notification and the Company agree, and shall cause each of their respective Subsidiaries, Report Form pursuant to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted Act with respect to the transactions contemplated hereby raised by any Governmental Entity and use its reasonable best efforts to contest and resist any actiontake, including any legislativeor cause to be taken, administrative all other actions consistent with this Section 6.3 necessary to cause the expiration or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation termination of the Merger or applicable waiting period under the HSR Act as soon as practicable. Sequential shall be responsible for any filing and other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) similar fees payable in connection with the Merger filing of the Notification and Report Form and any other submissions under the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretoHSR Act. (fb) For the purposes of this Section 6.03, “reasonable best efforts” Sequential shall include taking any and all actions necessary give prompt notice to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective TimeMSLO, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request MSLO shall give prompt notice to Sequential, of or with the consent of Parent shall not affect (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Company parties or the conditions to the obligations of the parties under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the MergerAgreement.

Required Actions. (a) Subject to Each of the terms hereof, including Section 6.03(c), Parent and the Company parties shall each use reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary, proper or advisable necessary to consummate and make effective effective, as soon as reasonably possible, the Merger and the other transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries this Agreement in connection accordance with the authorizationterms hereof; provided, execution and delivery of however, that nothing in this Agreement and the consummation of the transactions Section 6.3 shall prohibit either party from taking any action expressly contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated herebySection 5.5. (b) In connection with and without limiting Section 6.03(a6.3(a), the Company United and the Company United Board and Parent Continental and the Parent Continental Board shall (ix) take all action reasonably appropriate necessary to ensure that no state takeover statute Takeover Statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (iiy) if any state takeover statute Takeover Statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate necessary to ensure that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon In connection with and without limiting Section 6.3(a), promptly following the terms execution and subject delivery by the parties of this Agreement United and Continental shall provide all necessary notices, applications and requests to, and enter into discussions with, the Governmental Entities from whom Consents or nonactions are required to be obtained in connection with the consummation of the Merger and the other transactions contemplated by this Agreement in order to obtain all such required Consents or nonactions from such Governmental Entities and eliminate each and every other impediment that may be asserted by such Governmental Entities, in each case with respect to the terms Merger, so as to enable the Closing to occur as soon as reasonably practicable. To the extent necessary in order to accomplish the foregoing, United and conditions Continental shall jointly propose, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of, or prohibition or limitation on, (A) the ownership or operation by United, Continental or any of this Agreementtheir respective Subsidiaries of any portion of the business, Parent and the Company agreeproperties or assets of United, and shall cause each Continental or any of their respective Subsidiaries, (B) the ability of United to cooperate acquire or hold, or exercise full right of ownership of, any shares of the capital stock of the United Subsidiaries or Continental or the Continental Subsidiaries, including the right to vote, or (C) United or any of its Subsidiaries effectively controlling the business or operations of United and use their respective reasonable best efforts the United Subsidiaries or Continental and the Continental Subsidiaries; provided, however, that neither Continental nor United shall be required pursuant to this Section 6.3(c) to propose, commit to or effect any action that is not conditioned upon the consummation of the Merger. If the actions taken by Continental and United pursuant to the immediately preceding sentence do not result in the conditions set forth in Section 7.1(d) and (f) being satisfied, then each of Continental and United shall jointly (to the extent practicable) initiate and/or participate in any proceedings, whether judicial or administrative, in order to (i) obtain oppose or defend against any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised action by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits enjoin the consummation of the Merger or any of the other transactions contemplated hereby by this Agreement and (ii) take such action as necessary to overturn any regulatory action by any Governmental Entity to block consummation of the Merger or any of the other transactions contemplated by this Agreement, including by defending any suit, action or other legal proceeding brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Injunction resulting from any suit, action or other legal proceeding that would cause any condition set forth in Section 7.1(d) or (f) not to be satisfied, provided that Continental and United shall cooperate with one another in connection with, and shall jointly control, all proceedings related to the foregoing. (d) In connection with and without limiting the generality of the foregoing, each of Continental and United shall: (i) make or cause to be made, in consultation and cooperation with the other and as promptly as practicable after the date of this Agreement (but in any event, with respect to clause (A) below, within five Business Days following the date of this Agreement, and with respect to clause (B) below, at a time necessary to ensure that the EU Extension Date occurs prior to the Latest Possible End Date), (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act relating to the Merger, (B) all appropriate filings required pursuant to European Community Council Regulation No. 139/2004 (the “EU Merger Regulation”), and (C) all other necessary registrations, declarations, notices and filings relating to the Merger with other Governmental Entities under any Antitrust Lawother antitrust, competition, trade regulation or similar Laws; (ii) use its reasonable best efforts to furnish to the other all assistance, cooperation and information required for any such registration, declaration, notice or filing and in order to achieve the effects set forth in Section 6.3(c); (iii) give the other reasonable prior notice of any such registration, declaration, notice or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the Merger (including with respect to any of the actions referred to in Section 6.3(c)), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with, any such registration, declaration, notice, filing or communication; (iv) respond as promptly as practicable under the circumstances to any inquiries received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, trade regulation or similar Laws for additional information or documentation in connection with antitrust, competition, trade regulation or similar matters; (v) without limiting the generality of Section 6.3(d)(iv), (A) use its reasonable best efforts to achieve Substantial Compliance as promptly as practicable with any request for additional information or documentary material issued by a Governmental Entity under 15 U.S.C. Sect. 18a(e) and in conjunction with the transactions contemplated by this Agreement (a “Second Request”), (B) certify Substantial Compliance with any Second Request as promptly as practicable after the date of such Second Request, but in no event later than September 30, 2010, (C) take all actions necessary to assert, defend and support its certification of Substantial Compliance with such Second Request and (D) not extend any waiting period under the HSR Act or enter into any agreement with such Governmental Entities or other authorities to delay, or otherwise not to consummate as soon as practicable, any of the transactions contemplated by this Agreement except with the prior written consent of the other parties hereto, which consent may be withheld in the sole discretion of the non-requesting party; and (vi) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any substantive conversation with any Governmental Entity in respect of the Merger (including with respect to any of the actions referred to in Section 6.3(c)) without the other, (B) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating or attending any such meeting or engaging in any such conversation, keep such party reasonably apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement and the Merger, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Entity, and (E) furnish the other party 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 Governmental Entity or members of any Governmental Entity’s staff, on the other hand, with respect to this Agreement and the Merger. (e) Subject Notwithstanding anything else contained herein, the provisions of this Section 6.3 shall not be construed to applicable Law and require United or any United Subsidiary or Continental or any Continental Subsidiary to undertake any efforts or to take any action if the instructions taking of such efforts or action is or would reasonably be expected to result (after giving effect to any reasonably expected proceeds of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned divestiture or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consentssale of assets) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing a Material Adverse Effect on either United or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or beforeContinental, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretoas applicable. (f) For the purposes of this Section 6.03, “reasonable best efforts” Continental shall include taking any and all actions necessary give prompt notice to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective TimeUnited, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request United shall give prompt notice to Continental, of or with the consent of Parent shall not affect (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Company parties or the conditions to the obligations of the parties under this Agreement or Agreement; provided further, that a failure to comply with this Section 6.3(f) will not constitute the failure of any condition under Section 7.01 set forth in Article VII to be satisfied unless the underlying inaccuracy or Section 7.03 breach would independently result in the failure of a condition set forth in Article VII to be satisfied. (g) Immediately following the obligation execution and delivery of Parent this Agreement by each of the parties hereto, United, as sole stockholder of Merger Sub, will adopt this Agreement. (h) Each of Continental and Merger Sub United shall use its reasonable best efforts to effect cause the MergerUnited Common Stock to be listed on either the NASDAQ or the NYSE, as reasonably agreed upon by Continental and United, after the Effective Time and to cause the trading symbol for the United Common Stock on such exchange after the Effective Time to be the trading symbol reasonably agreed upon by Continental and United.

Required Actions. (a) Subject to the terms hereofand conditions of this Agreement, including Section 6.03(c), Parent and the Company shall each Party hereto will use its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper proper, or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and obtaining as promptly as practicable all Company Necessary Consents or Cal Dive Necessary Consents, as appropriate, and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations, and clearances necessary to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger and the other transactions contemplated by this Agreement (collectively, the “Required Approvals”). In furtherance and not in limitation of the foregoing, each of Cal Dive and the Company agrees to prepare, as promptly as reasonably practicable, and to make effective (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby and (B) all other necessary filings with other Governmental Entities relating to the Merger at such time as Cal Dive and the Company reasonably determine in their good faith judgment will permit the consummation of the transactions contemplated hereby in a timely basis, and, to prepare and supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such Governmental Entities, and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such third parties and Governmental Entities as soon as practicable. In furtherance and not in limitation of the foregoing, each of Cal Dive and the Company agrees not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Other Party. (b) The Parties shall each cooperate and consult with each other in connection with the actions referenced in Section 5.3(a) to obtain all Required Approvals. In particular, each Party shall to the extent permitted by law (i) furnish to the Other Party as promptly as reasonably practicable any information concerning such Party and its business, properties, and personnel as the Other Party may reasonably request in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, and (ii) as permit the Other Party to review in advance, and accept all of the Other Party’s reasonable comments in connection with, any proposed written communication between it and any Governmental Entity. In addition, each Party shall (i) promptly as practicableinform the Other Party of any communication (or other correspondence or memoranda) received by such Party from, obtain from or given by such Party to, the DOJ, the FTC, or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and (ii) consult with the Other Party in advance, to the extent practicable and not prohibited by law, of any meeting or conference with the DOJ, the FTC, or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC, or such other applicable Governmental Entity or any other third party any Consents required Person, give the Other Party the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 5.3(a) and 5.3(b), if Cal Dive and the Company agree, they shall use their reasonable best efforts to defend all litigation under the federal or state antitrust laws of the United States which if adversely determined would, in the reasonable opinion of Cal Dive and the Company (based on the advice of outside counsel to each), be likely to result in the failure of the condition set forth in Section 6.1(a) to be obtained satisfied, and to appeal any order, judgment or made by Parent decree, which if not reversed, would result in the failure of such condition. Notwithstanding the foregoing, nothing contained in this Agreement shall be construed so as to require Cal Dive, Merger Sub, or the Company, or any of their respective Subsidiaries or Affiliates, to sell, license, dispose of, or hold separate, or to operate in any specified manner, any assets or businesses of Cal Dive, Merger Sub, the Company, or the Surviving Company or any of their respective Subsidiaries in connection with or Affiliates (or to require Cal Dive, Merger Sub, the authorizationCompany, execution and delivery or any of this Agreement and the consummation their respective Subsidiaries or Affiliates to agree to any of the transactions contemplated hereby, (iiiforegoing). The obligations of each Party under Section 5.3(a) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, use its reasonable best efforts with respect to this Agreement and antitrust matters shall be limited to compliance with the Merger required under (A) reporting provisions of the Securities HSR Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, with its obligations under this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated herebySection 5.3(c). (bd) In connection with Each Party hereto and without limiting Section 6.03(a)its respective Board of Directors shall, the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement Agreement, the Merger, or any transaction other transactions contemplated by this Agreementhereby, take all action reasonably appropriate necessary to ensure that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon hereby and otherwise to minimize the terms and subject to the terms and conditions effect of such statute or regulation on this Agreement, Parent and the Company agreeMerger, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretohereby. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Merger.

Required Actions. (a) Subject to the terms hereofand conditions of this Agreement, including Section 6.03(c)each of SJW, Parent Merger Sub and the Company CTWS shall, and shall each cause its respective Subsidiaries to, use its respective reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties hereto in doing, all things necessary, proper or advisable under applicable Laws to carry out the intent and purposes of this Agreement and to consummate and make effective effective, as soon as reasonably practicable, the Merger and the other transactions contemplated hereby as promptly as practicableby this Agreement. (b) Without limiting the generality of Section 6.03(a), (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement CTWS and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company CTWS Board shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (ix) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement Agreement, the Merger or any other transaction contemplated by this Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement Agreement, the Merger or any other transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement. (c) Upon Without limiting the terms generality of Section 6.03(a): (i) The parties acknowledge that following the Original Execution Date, SJW and subject CTWS each filed with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) Notification and Report Forms relating to the terms transactions contemplated herein required by the HSR Act and conditions that on April 27, 2018, the FTC granted early termination of the waiting period under the HSR Act. Without limitation of Section 6.03(c)(ii) below, from and after the Execution Date, SJW and CTWS each shall use reasonable best efforts to (A) make such additional filings with the DOJ and FTC under the HSR Act as may be required in connection with the Merger and the transactions contemplated herein, (B) supply the other with any information which may be required in order to effectuate such filings and (C) supply any additional information which reasonably may be required by the FTC or the DOJ. (ii) The parties acknowledge that applications for approval of the Merger were filed with each of the MPUC on May 4, 2018, and the PURA on July 18, 2018, respectively (each, a “State Approval Application”). From and after the Execution Date, each of SJW and CTWS shall use reasonable best efforts to prepare and file, or cause to be prepared and filed, as promptly as reasonably practicable after the date of this Agreement, Parent any and all additional filings, submissions and registrations required to be made to the PURA and the Company agreeMPUC, including any applicable amendments to the State Approval Applications, and shall cause all other applications, notices, registrations, filings, reports and other documents required to be filed with any Governmental Entity with respect to the Merger and the other transactions contemplated by this Agreement, including all SJW Regulatory Approvals and all CTWS Regulatory Approvals. Each of CTWS and SJW shall, as promptly as reasonably practicable, (A) supply the other with any information which reasonably may be required in order to effectuate such filings, (B) supply any additional information which reasonably may be required by a Governmental Entity of any jurisdiction and which the parties may reasonably deem appropriate, including, for purposes of this clause (B) in connection with the Order Instituting Investigation issued on July 20, 2018, by the California Public Utilities Commission (the “CPUC”), and (C) subject to applicable Law and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the SJW or CTWS, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to cooperate and use their respective such transactions. No party shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect to any such filings, investigation or other inquiry without using reasonable best efforts to give (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law feasible and reasonably practicable shall enable appropriate) the other party to participate in each prior notice of the meeting or conversation and, unless prohibited by such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and a reasonable opportunity to make any registrations, declarations, notices attend or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) participate. Subject to applicable Law and the instructions of any Governmental Entity, Parent the parties will consult and cooperate with one another and permit the Company shall other party or its counsel to review in advance, and consider in good faith cooperatethe views of the other in connection with, consult and consider the other’s views in order any proposed written communication by such party to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under or relating to the FCC ConsentsHSR Act, PSC Consents and Local Consents) other antitrust Laws or any applicable state Laws in connection with the Merger and the other transactions contemplated hereby by this Agreement. (iii) Each of SJW and CTWS shall (A) give the other party prompt notice of the commencement or threat of commencement of any legal proceeding by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (B) keep the other party informed as to the status of any such legal proceeding or threat, and (yC) cooperate in all material respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, Judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the positions Merger or the other transactions contemplated hereby. (iv) Each of SJW and CTWS shall: (A) reasonably cooperate with the other party, execute and deliver such further documents, certificates, agreements and instruments and take such other actions as may be reasonably requested by the other party to evidence or reflect the transactions contemplated by this Agreement (including the execution and delivery of all documents, certificates, agreements and instruments reasonably necessary for all filings hereunder); (B) give all notices (if any) required to be taken made and the regulatory actions to be requested in any filing or submission with a Governmental Entity given by such party in connection with the Merger and the other transactions contemplated hereby and by this Agreement; (C) use reasonable best efforts to obtain each approval, consent, ratification, permission, waiver of authorization (including any authorization of a Governmental Entity) required to be obtained from Governmental Entities pursuant to any applicable Law by such party in connection with any investigation or other inquiry or Action by or before, the Merger or any negotiations with, a Governmental Entity relating to the Merger and of the other transactions contemplated hereby by this Agreement, including the SJW Regulatory Approvals and the CTWS Regulatory Approvals; and (D) obtain any approval, consent, ratification, permission, waiver or authorization required to be obtained from parties to CTWS Material Contract identified on Section 6.03(c)(iv) of all the CTWS Disclosure Letter, including by entering into and negotiating commercially reasonable definitive agreements with respect to such parties to such material Contracts, offering customary fees, discounts and other regulatory matters incidental theretoincentives to such parties on commercially reasonable terms and paying any customary expenses incurred in connection therewith; provided, however, that SJW and CTWS are not required to take any such action unless the effectiveness of the action is contingent upon the consummation of the Merger. (fd) For the purposes Notwithstanding any other provision of this Section 6.03Agreement, “reasonable best efforts” SJW and the SJW Subsidiaries shall include taking be required to sell, divest or hold separate or otherwise take or commit to take any action that limits its freedom, or after the Merger, the freedom of action of SJW or any of SJW’s Affiliates with respect to, or its ability to retain, SJW and all actions SJW’s Subsidiaries, CTWS or CTWS’s Subsidiaries, or any of the respective businesses, product lines or assets of SJW, CTWS or any of their respective Subsidiaries or Affiliates to the extent necessary to obtain satisfy the Consents of any Governmental Entity conditions set forth in Section 7.01(b); provided, no such divestiture or other action shall be required (including the FCC Consents, PSC Consents and Local Consentsi) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company extent such divestiture or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any other action or actions thatwould, individually or in the aggregate, would have or reasonably be reasonably likely expected to have a either a Parent Regulatory Material Adverse Effect Effect, or Company Material Adverse Effect (each a “Burdensome Condition”). For ii) if the avoidance effectiveness of doubt, notwithstanding any request such divestiture or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition action is conditioned in all respects not contingent upon the consummation of the Merger Merger. (e) Notwithstanding any other provision of this Agreement, CTWS and will not the CTWS Subsidiaries shall be effective for required to sell, divest or hold separate or otherwise take or commit to take any purpose until action that limits its freedom, or after the Effective TimeMerger, the freedom of action of SJW or any of SJW’s Affiliates with respect to, or its ability to retain, SJW and SJW’s Subsidiaries, CTWS or CTWS’s Subsidiaries, or any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement respective businesses, product lines or assets of SJW, CTWS or any condition under Section 7.01 of their respective Subsidiaries or Section 7.03 Affiliates to the obligation extent necessary to satisfy the conditions set forth in Section 7.01(b); provided, no such divestiture or other action shall be required (i) to the extent such divestiture or other action would, individually or in the aggregate, have or reasonably be expected to have a Regulatory Material Adverse Effect, or (ii) if the effectiveness of Parent and Merger Sub to effect such divestiture or action is not contingent upon the consummation of the Merger. (f) Notwithstanding any other provision of this Agreement, (i) neither SJW nor any of its Affiliates or any of their respective Representatives shall cooperate with any third party in seeking regulatory clearance of any SJW Takeover Proposal and (ii) neither CTWS nor any of its Affiliates or any of their respective Representatives shall cooperate with any third party in seeking regulatory clearance of any CTWS Takeover Proposal.

Required Actions. (a) Subject to Each of the terms hereof, including Section 6.03(c), Parent and the Company parties hereto shall each use its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties hereto in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby Transactions as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective using reasonable best efforts to furnish to each other obtain or make all information required for any application necessary or other filing to be made pursuant to any appropriate filings under applicable Law in connection with the transactions contemplated herebyLaw. (b) In connection with and without limiting Section 6.03(a7.03(a), the Company and the Company Board and Parent and the Parent Board shall use their respective reasonable best efforts to (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation Takeover Law is or becomes applicable to this Agreement the Transaction Agreements or any transaction contemplated by this Agreement the Transactions and (ii) if any state takeover statute or similar statute or regulation Takeover Law becomes applicable to this Agreement the Transaction Agreements or any transaction contemplated by this Agreementthe Transactions, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreementthe applicable Transaction Agreements. (c) Upon the terms In connection with and subject to the terms and conditions of this Agreementwithout limiting Section 7.03(a), Parent and the Company agreeshall cooperate in good faith to seek to obtain all consents, approvals and shall cause waivers required by the terms of any material Contracts with third parties or material Permits in connection with the Transactions. (d) In connection with and without limiting Section 7.03(a), each of their respective Subsidiaries, to cooperate the Company and use their respective reasonable best efforts to Parent shall promptly (i) obtain any FCC Consentsmake or cause to be made as promptly as reasonably practicable (and, PSC Consentsin the event that the Company and Parent determine in good faith that filing of Notification and Report Forms pursuant to the HSR Act with respect to the Merger is required, such filings shall be made within ten Business Days following the date of such determination; provided that, in the period between the fifth Business Day prior to the Form S-4 being declared effective by the SEC and Local Consentsthe fifth Business Day after the Form S-4 is declared effective by the SEC, the Company and Parent shall make a determination in good faith as to make any registrations, declarations, notices or filingswhether such HSR filing is required and, if anysuch determination is that such HSR filing is required, necessary for such filing shall be made no later than the consummation of sixth Business Day after the transactions contemplated herebyForm S-4 is declared effective by the SEC), (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required necessary registrations, declarations, notices and filings relating to be filed the Merger with the FCC any Governmental Authorities under any applicable antitrust, competition, trade regulation or similar Laws and (the “FCC Applications”), any State Regulators (the “PSC Applications”ii) and any Localities use its reasonable best efforts to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as reasonably practicable under the circumstances to any requests inquiries received from any Governmental Authority for additional information or documentation in connection with antitrust, competition, trade regulation or similar matters, in each case in order to obtain all required Consents or nonactions from Governmental Authorities with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and in any event before the End Date. The Company and Parent shall jointly control strategy for obtaining all required Consents and nonactions required from Governmental Authorities with respect to the Merger. (e) In connection with and without limiting the generality of the FCCforegoing, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality.shall: (di) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective its reasonable best efforts to obtain furnish to the other all assistance, cooperation and information required for any Consents such registration, declaration, notice or filing and in order to achieve the effects set forth in Section 7.03(d); (ii) give the other reasonable prior notice of any such registration, declaration, notice or filing and, to the extent reasonably practicable, of any communication with any Governmental Authority regarding the Merger (including with respect to any of the actions referred to in Section 7.03(d) and in this Section 7.03(e)), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any such registration, declaration, notice, filing or communication; and (iii) unless prohibited by applicable Law or by the applicable Governmental Authority, (A) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any substantive conversation with any Governmental Authority in respect of the Merger (including with respect to any of the actions referred to in Section 7.03(d) and in this Section 7.03(e)) without the other, (B) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation, (C) in the event one party hereto is prohibited by applicable Law or by the applicable Governmental Authority from participating in or attending any such meeting or engaging in any such conversation, keep such party reasonably apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement and the Merger, articulating any regulatory or competitive argument, or responding to requests or objections made by any Governmental Authority and (E) furnish the other party hereto with copies of all substantive 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 Governmental Authority or members of any Governmental EntityAuthority’s staff, and to make any registrationson the other hand, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to this Agreement and the transactions contemplated hereby raised by any Governmental Entity and Merger, subject to contest and resist any actionredaction of competitively sensitive information, including any legislative, administrative or judicial action, and to prevent information regarding the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation valuation of the Merger Company or any other transactions contemplated hereby under any Antitrust LawParent or information subject to attorney client privilege. (ef) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and advise the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents writing promptly after becoming aware of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company change or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions event that, individually or in the aggregateaggregate with all past changes and events, has had or would reasonably be reasonably likely expected to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubtwith respect to such Person, notwithstanding to cause any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will conditions set forth in Article VIII not to be effective for any purpose until after satisfied, or to materially delay or impede the Effective Timeability of such party to consummate the Merger; provided, and any however, that no such Burdensome Condition imposed on notification shall affect the Company representations, warranties, covenants or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty agreements of the Company parties hereto under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the MergerAgreement.

Required Actions. (a) Subject to Each of the terms hereof, including Section 6.03(c), Parent and the Company parties shall each use their respective reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary, proper or advisable reasonably appropriate to consummate and make effective effective, as soon as reasonably possible, the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated herebyTransactions. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall use their respective reasonable best efforts to (ix) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement the Transaction Agreements or any transaction contemplated by this Agreement the Transactions and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement the Transaction Agreements or any transaction contemplated by this Agreementthe Transactions, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreementthe applicable Transaction Agreements. (c) Upon the terms In connection with and subject to the terms and conditions of this Agreementwithout limiting Section 6.03(a), Parent and the Company agreeshall cooperate in good faith to seek to obtain all consents, approvals and waivers required by the terms of any material Contracts with third parties or material Permits in connection with the transactions contemplated hereby. (d) In connection with and without limiting Section 6.03(a), the Company and Parent shall promptly enter into discussions with the Governmental Entities from whom Consents or nonactions are required to be obtained in connection with the consummation of the Merger and the other transactions contemplated by this Agreement in order to obtain all such required Consents or nonactions from such Governmental Entities, in each case with respect to the Merger, so as to enable the Closing to occur as soon as reasonably possible, and in any event no later than the End Date. To the extent necessary in order to accomplish the foregoing and subject to the limitations set forth in Section 6.03(f), the Company and Parent shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (ijointly negotiate, commit to and effect, by consent decree, hold separate order, condition or approval or otherwise, the sale, divestiture or disposition of, or prohibition or limitation on the ownership or operation of, or requirements or undertakings with respect to the conduct by the Company, Parent or any of their respective Subsidiaries of, any portion of the business, properties or assets of the Company, Parent or any of their respective Subsidiaries; provided, however, that neither Parent nor the Company shall be required pursuant to this Section 6.03(d) obtain to commit to or effect any FCC Consentsaction, PSC Consentsprohibition, and Local Consentslimitation, and to make any registrations, declarations, notices requirement or filings, if any, necessary for undertaking that is not conditioned upon the consummation of the transactions contemplated herebyMerger or that would or would reasonably be expected to have a Substantial Detriment. If the actions taken by Parent and the Company pursuant to the immediately preceding sentence do not result in the conditions set forth in Sections 7.01(c) and (d) being satisfied, then, during the term of this Agreement, each of Parent and the Company shall use their reasonable best efforts to initiate or participate in any proceedings, whether judicial or administrative, in order to (i) oppose or defend against any action by any Governmental Entity to prevent or enjoin the consummation of the Transactions or (ii) take such action as necessary to overturn any regulatory action by any Governmental Entity to block consummation of the Transactions, including by defending any suit, action or other legal proceeding brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Legal Restraint resulting from any suit, action or other legal proceeding that would cause any condition set forth in Section 7.01(c) or (d) not to be satisfied. (e) In connection with and without limiting the generality of the foregoing, each of Parent and the Company shall: (i) make or cause to be made as promptly as reasonably practicable (and in any event no later than 15 Business Days following the date of this Agreement), in consultation and cooperation with the other, as promptly as practicable file all applications filings required under the HSR Act relating to be filed with the FCC Merger; (ii) use its reasonable best efforts to furnish to the “FCC Applications”other all assistance, cooperation and information required for any such registration, declaration, notice or filing and in order to achieve the effects set forth in Section 6.03(d), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, ; (iii) give the other reasonable prior notice of any such registration, declaration, submission, notice or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the Merger (including with respect to any of the actions referred to in Section 6.03(d) and in this Section 6.03(e)), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any such registration, declaration, submission, notice, filing or communication; (iv) use its reasonable best efforts to respond as promptly as reasonably practicable to any inquiries or requests received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, trade regulation or similar Laws for additional information or documentary material in connection with antitrust, competition, trade regulation or similar matters (including a “second request” under the HSR Act), and not extend any waiting period under the HSR Act or enter into any agreement with such Governmental Entities or other authorities not to consummate any of the FCCtransactions contemplated by this Agreement, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed; and (v) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to the extent reasonably practicable, not participate in or attend any State Regulatormeeting, or engage in any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating conversation with any Governmental Entity relating in respect of the Merger (including with respect to these mattersany of the actions referred to in Section 6.03(d) and in this Section 6.03(e)) without the other, and (B) to the extent permitted reasonably practicable, give the other reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law and or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party reasonably practicable shall enable apprised with respect thereto, (D) cooperate in the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules filing of any State Regulator substantive memoranda, white papers, filings, correspondence or Locality. (d) Upon the terms and subject to the terms and conditions of other written communications explaining or defending this Agreement, Parent Agreement and the Company agreeMerger, and shall cause each of their respective Subsidiariesarticulating any regulatory or competitive argument, or responding to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices requests or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised made by any Governmental Entity and to contest (E) furnish the other party with copies of all correspondence, filings and resist any action, including any legislative, administrative or judicial actioncommunications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and to prevent the entry of any court order and to have vacated, lifted, reversed Governmental Entity or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions members of any Governmental Entity’s staff, Parent on the other hand, with respect to this Agreement and the Company shall in good faith cooperateMerger, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not redaction of competitively sensitive information, valuation material or information subject to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretoattorney client privilege. (f) For Notwithstanding anything else contained herein but subject to the purposes proviso of the second sentence of Section 6.03(d), the provisions of this Section 6.036.03 shall not be construed to require the Company, “reasonable best efforts” shall include taking Parent or their respective Subsidiaries to offer, take, commit to or accept any and all actions necessary action, restrictions or limitations of or on the Company, Parent or their respective Subsidiaries, or to obtain the Consents of any Governmental Entity (including the FCC Consentspermit such actions, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company restrictions or the Company Subsidiaries (limitations without the prior written consent of Parent) the other party, if such actions, restrictions or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions thatlimitations, individually or in the aggregate, would or would reasonably be reasonably likely expected to have result in a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the MergerSubstantial Detriment.

Required Actions. (a) Subject to Each of the terms hereof, including Section 6.03(c), Parent and the Company parties shall each use their respective reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary, proper or advisable reasonably appropriate to consummate and make effective effective, as soon as reasonably possible, the Merger and the other transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall use their respective reasonable best efforts to (ix) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon In connection with and without limiting Section 6.03(a), the terms Company and subject Parent shall promptly enter into discussions with the Governmental Entities from whom Consents or nonactions are required to be obtained in connection with the consummation of the Merger and the other transactions contemplated by this Agreement in order to obtain all such required Consents or nonactions from such Governmental Entities and eliminate each and every other impediment that may be asserted by such Governmental Entities, in each case with respect to the Merger, so as to enable the Closing to occur as soon as reasonably possible. (d) Subject to the terms and conditions of this Agreement, each of the Company, Parent and the Company agree, and Merger Sub shall cause each of their respective Subsidiaries, to cooperate and use their its respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and cause the Merger to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated herebybe consummated as soon as practicable, (ii) in consultation make promptly any required submissions and cooperation filings under applicable Antitrust Laws or to Governmental Entities with respect to the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectivelyMerger, (iii) respond as promptly as practicable furnish information required in connection with such submissions and filing to any requests of the FCC, any State Regulator, such Governmental Entities or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each under such communicationAntitrust Laws, and (iv) cure, not later than keep the Effective Time, any material violations or defaults under any FCC Rules or rules other parties reasonably informed with respect to the status of any State Regulator such submissions and filings to such Governmental Entities under Antitrust Laws, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or Locality. waiver, (dB) Upon the terms expiration of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under Antitrust Laws or other applicable Laws, and subject (D) the nature and status of any objections raised or proposed or threatened to be raised under Antitrust Laws or other applicable Laws with respect to the terms and conditions of transactions contemplated by this Agreement. For purposes hereof, Parent and “Antitrust Laws” means the Company agreeXxxxxxx Act, and shall cause each of their respective Subsidiariesthe Xxxxxxx Act, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, the Federal Trade Commission Act, and any all applicable Foreign Antitrust Laws and all other Federal, state applicable Laws issued by a Governmental Entities that are designed or foreign Law designed intended to prohibit, restrict or regulate actions for having the purpose or effect of monopolization, monopolization or restraint of trade or regulation lessening of foreign investment competition through merger or acquisition. In furtherance of the foregoing: (collectively, “Antitrust Laws”), x) each party hereto agrees to respond (1) make an appropriate filing of a Notification and Report Form pursuant to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted HSR Act with respect to the transactions contemplated hereby raised by this Agreement as soon as practicable and in any event within ten (10) Business Days of the date hereof (unless the parties otherwise agree to a different date), (2) supply as soon as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (3) use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 6.03(d), Section 6.03(e) and Section 6.03(f) necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (including any extensions thereof) as soon as practicable and (y) each party agrees to (1) make or cause to be made the appropriate filings under any Foreign Antitrust Laws as soon as practicable, (2) supply as soon as practical any additional information and documentary material that may be required or requested by any Governmental Entity and (3) use its reasonable best efforts to contest and resist any action, including any legislative, administrative take or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions cause to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of actions consistent with this Section 6.036.03(d), “reasonable best efforts” shall include taking any Section 6.03(e) and all actions Section 6.03(f) as necessary to obtain the Consents of any necessary approvals, consents, waivers, permits, authorizations or other actions or non-actions from each Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Mergeras soon as practicable.

Required Actions. (a) Subject to Each of the terms hereof, including Section 6.03(c), Parent and the Company parties shall each use their respective reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary, proper or advisable reasonably appropriate to consummate and make effective effective, as soon as reasonably possible, the Merger and the other transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall use their respective reasonable best efforts to (ix) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon In connection with and without limiting Section 6.03(a), the terms Company and Parent shall promptly enter into discussions with the Governmental Entities from whom Consents or nonactions are required to be obtained in connection with the consummation of the Merger and the other transactions contemplated by this Agreement in order to obtain all such required Consents or nonactions from such Governmental Entities and eliminate each and every other impediment that may be asserted by such Governmental Entities, in each case with respect to the Merger, so as to enable the Closing to occur as soon as reasonably possible. To the extent necessary in order to accomplish the foregoing and subject to the terms and conditions of this Agreementlimitations set forth in Section 6.03(e), Parent and the Company agree, and Parent shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (ijointly negotiate, commit to and effect, by consent decree, hold separate order, condition or approval or otherwise, the sale, divestiture or disposition of, or prohibition or limitation on the ownership or operation of, or requirements or undertakings with respect to the conduct by the Company, Parent or any of their respective Subsidiaries, of any portion of the business, properties or assets of the Company, Parent or any of their respective Subsidiaries; provided, however, that neither Parent nor the Company shall be required pursuant to this Section 6.03(c) obtain to commit to or effect any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for action that is not conditioned upon the consummation of the Merger or that would or would reasonably be expected to result in a Substantial Detriment. If the actions taken by Parent and the Company pursuant to the immediately preceding sentence do not result in the conditions set forth in Section 7.01(d), (e) and (f) being satisfied, then, during the term of this Agreement, each of Parent and the Company shall jointly (to the extent practicable) use their reasonable best efforts to initiate and/or participate in any proceedings, whether judicial or administrative, in order to (i) oppose or defend against any action by any Governmental Entity to prevent or enjoin the consummation of the Merger or any of the other transactions contemplated herebyby this Agreement, and/or (ii) take such action as necessary to overturn any regulatory action by any Governmental Entity to block consummation of the Merger or any of the other transactions contemplated by this Agreement, including by defending any suit, action or other legal proceeding brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Legal Restraint resulting from any suit, action or other legal proceeding that would cause any condition set forth in Section 7.01(d), (e) or (f) not to be satisfied; provided that Parent and the Company shall cooperate with one another in connection with, and shall jointly control, all proceedings related to the foregoing. (d) In connection with and without limiting the generality of the foregoing, each of Parent and the Company shall: (i) make or cause to be made, in consultation and cooperation with the otherother and (A) within twenty days after the date of this Agreement (or such other time as the parties mutually agree), an appropriate filing of a Notification and Report Form pursuant to the HSR Act relating to the Merger, (B) within fifteen days after the effectiveness of the Indian Competition Law (or such other time as the parties mutually agree), all necessary registrations, declarations, notices and filings relating to the Merger pursuant to the Indian Competition Law, if any, and (C) within thirty days after the date of this Agreement (or such other time as the parties mutually agree), all other necessary registrations, declarations, notices and filings relating to the Merger with other Governmental Entities under any other antitrust, competition, trade regulation or similar Laws; (ii) (A) make or cause to be made, in consultation and cooperation with the other and as promptly as practicable file after the date of this Agreement, all applications required or advisable to be filed with the FCC (the “FCC Applications”), any State Regulators () to effect the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests transfer of control of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC ApplicationCompany Licenses, as applicable; provided, that each of Parent necessary to consummate and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with effective the Merger and the other transactions contemplated hereby by this Agreement, and use its reasonable best efforts to respond in consultation and cooperation with the other and as promptly as practicable to any additional requests for information received from the FCC by any party to an FCC Application and (yB) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “use its reasonable best efforts” shall include taking efforts to cure not later than the Effective Time any and all actions necessary to obtain the Consents of violations or defaults under any Governmental Entity (including the FCC ConsentsRules, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company except for such violations or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions defaults that, individually or in the aggregate, would not reasonably be reasonably likely expected to have a either a Parent Material Adverse Effect Substantial Detriment; (iii) use its reasonable best efforts to furnish to the other all assistance, cooperation and information required for any such registration, declaration, notice or Company Material Adverse Effect filing and in order to achieve the effects set forth in Section 6.03(c); (each iv) give the other reasonable prior notice of any such registration, declaration, notice or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the Merger (including with respect to any of the actions referred to in Section 6.03(c) and in this Section 6.03(d)), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any such registration, declaration, notice, filing or communication; (v) use its reasonable best efforts to respond as promptly as reasonably practicable under the circumstances to any inquiries received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, trade regulation or similar Laws for additional information or documentation in connection with antitrust, competition, trade regulation or similar matters (including a “Burdensome Condition”second request” under the HSR Act). For , and not extend any waiting period under the avoidance HSR Act or enter into any agreement with such Governmental Entities or other authorities not to consummate any of doubtthe transactions contemplated by this Agreement, notwithstanding any request or except with the prior written consent of Parent the other parties hereto, which consent shall not be unreasonably withheld or delayed; and (vi) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to do sothe extent reasonably practicable, not participate in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned attend any meeting, or engage in all respects upon the consummation any substantive conversation with any Governmental Entity in respect of the Merger (including with respect to any of the actions referred to in Section 6.03(c) and will not be effective for in this Section 6.03(d)) without the other, (B) to the extent reasonably practicable, give the other reasonable prior notice of any purpose until after such meeting or conversation, (C) in the Effective Timeevent one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party reasonably apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement and the Merger, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Entity and (E) furnish the other party 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 such Burdensome Condition imposed Governmental Entity or members of any Governmental Entity’s staff, on the Company other hand, with respect to this Agreement and the Merger, except that any materials concerning valuation of the other party may be redacted or withheld. (e) Notwithstanding anything else contained herein but subject to the proviso of the second sentence of Section 6.03(c), the provisions of this Section 6.03 shall not be construed to require the Company, Parent, or their respective Subsidiaries to offer, take, commit to or accept any action, restrictions or limitations (“Actions”) of or on the Company, Parent, or their respective Subsidiaries, or to permit such Actions without the prior written consent of the other party, if such Actions, individually or in the aggregate, would or would reasonably be expected to result in a Substantial Detriment. (f) Notwithstanding anything else contained in this Agreement, during the term of this Agreement neither the Company Subsidiaries at the request nor any of its Affiliates or any of their respective Representatives shall cooperate with the consent any other party in seeking regulatory clearance of any Takeover Proposal. (g) Parent shall not affect give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Company parties or the conditions to the obligations of the parties under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the MergerAgreement.

Required Actions. (i) Notwithstanding any other provision of this Agreement, subject to Section 1A(x) and provided that each of the terms and conditions set forth in Section 4C are satisfied or waived, upon the written instruction of the Company (or, in the case of a stock sale, the holders of a majority of the Class B Common Stock then outstanding), if the Drag Transaction is structured as (a) Subject a merger or consolidation, each Stockholder (other than Class B Permitted Holders) shall (I) vote its Specified Equity Securities and any other voting securities of the Company over which such holder has voting control, and take all other reasonably necessary or desirable actions within its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), to approve such merger or consolidation, whether by written consent or at a meeting of stockholders, (II) take all actions necessary (other than such actions that require payment of out-of-pocket costs that are not customary and reasonable unless such out-of-pocket costs that are not customary or reasonable are or are to be reimbursed to such Stockholder) to Transfer the applicable Specified Equity Securities held by such Stockholder in such Drag Transaction, including the delivery of share certificates, letters of transmittal, stock powers, tax forms and other customary and reasonable forms, in each case to the extent required from such holder by the terms hereofof this Section 4 at the closing of such Drag Transaction, including Section 6.03(c)but specifically excluding releases, Parent and non-competition agreements or other documents restricting the Company shall each use reasonable best efforts right of such Person to (i) take, or cause to be taken, all actionsmake future investments, and do(III) waive all dissenters’ rights, or cause to be done, appraisal rights and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, similar rights (iiincluding claims for breach of fiduciary duty) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with such merger or consolidation (which waiver shall be effective with or without a separate written waiver given by such holder of Specified Equity Securities at the authorizationtime of such Drag Transaction), execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with a stock sale, each Stockholder (other than Class B Permitted Holders) shall agree to sell, and without limiting Section 6.03(a)shall sell, the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon the terms and subject to the terms and conditions of this Agreementsuch Drag Transaction at the closing of such Drag Transaction, Parent and the Company agreesame proportion of its applicable Specified Equity Securities as the proportion that the Class B Permitted Holders are, and shall cause each of their respective Subsidiariesin the aggregate, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consentsselling, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to on the terms and conditions of this Agreementsuch Drag Transaction, Parent and including taking the Company agreeactions contemplated by clause (II) of the foregoing clause (a) to the extent applicable to such Drag Transaction, and or (c) a sale of assets, each Stockholder (other than Class B Permitted Holders) shall cause each (I) vote its shares of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, Specified Equity Securities and any other Federalvoting securities of the Company over which such holder has voting control, state and take all other reasonably necessary or foreign Law designed to prohibit, restrict desirable actions within its control (including attendance at meetings in person or regulate actions by proxy for the purpose or effect purposes of monopolization, restraint obtaining a quorum and execution of trade or regulation written consents in lieu of foreign investment (collectively, “Antitrust Laws”meetings), to respond to approve such sale and any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation subsequent liquidation of the Merger Company or any other transactions contemplated hereby under any Antitrust Law. distribution of the proceeds therefrom, whether by written consent or at a stockholders’ meeting and (eII) Subject to applicable Law waive all dissenters’ rights, appraisal rights and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity similar rights (including the FCC Consents, PSC Consents and Local Consentsclaims for breach of fiduciary duty) in connection with such sale and any subsequent liquidation or other distribution of proceeds therefrom (which waiver shall be effective with or without a separate written waiver given by such holder of Specified Equity Securities at the Merger and time of such Drag Transaction). (ii) The closing of the other transactions contemplated hereby by this Section 4B shall take place on such date and at such place and time as shall be designated by the Person or Persons giving the notice contemplated by the first sentence of Section 4B(i), which shall be no sooner than five (y5) Business Days after delivery of such notice. Additionally, if Stockholders (other than Class B Permitted Holders) are asked to execute a stockholder consent pursuant to Section 4B(i) or to otherwise execute letters of transmittal, stock powers, tax forms or other customary and reasonable forms pursuant to Section 4B(i), the positions Stockholders (other than Class B Permitted Holders) shall execute and return such stockholder consent or other documents to the Company within five (5) Business Days of the receipt of written notice requesting the execution thereof. (iii) Each Stockholder (other than any Class B Permitted Holder) participating in such proposed Drag Transaction pursuant to this Section 4B shall be taken obligated to enter into Standard Obligations in each case to the extent, and only to the regulatory actions to be requested extent, that each Class B Permitted Holder participating in any filing or submission with a Governmental Entity such proposed Drag Transaction is entering into corresponding obligations in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating such proposed Drag Transaction that are no more favorable to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretosuch Class B Permitted Holder. (fiv) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding subject to Section 1A(x), Section 3C and any request or consent requirements of Parent applicable Law, the Company and the Class B Permitted Holders shall be entitled to do so, in no event shall consummate a Drag Transaction regardless of whether the Company or the Company Subsidiaries be required to submit to holders of a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation majority of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request shares of or with the consent of Parent shall not affect any representation or warranty of the Company Class B Common Stock elect to exercise their rights under this Agreement or any condition Section 4 and, in such event, the Stockholders shall have all rights available under Section 7.01 or Section 7.03 to applicable Law, including the obligation of Parent and Merger Sub to effect the MergerDelaware General Corporate Law.

Required Actions. (a) Subject to Each of the terms hereof, including Section 6.03(c), Parent and the Company parties hereto shall each use reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties hereto in doing, all things necessary, proper or advisable necessary (subject to any applicable Laws) to consummate and make effective effective, as soon as reasonably practicable, the Merger and the other transactions contemplated hereby as promptly as practicableby this Agreement in accordance with the terms hereof; provided, however, that (i) nothing in this Section 6.4 shall prohibit AirTran from taking any action expressly contemplated by Section 5.6 and (ii) as promptly as practicable, obtain from any Governmental Entity this Section 6.4 shall not be deemed to change the specific standard of conduct or any other third party any Consents level of efforts explicitly required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, expended with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, particular matter set forth in this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate If any Takeover Statute becomes or is deemed to ensure that no state takeover statute or similar statute or regulation is or becomes become applicable to this Agreement Agreement, the acquisition of shares of AirTran Common Stock or any transaction contemplated by this Agreement and (ii) if any state takeover statute AirTran Derivative Securities, the Merger, or similar statute the related voting power pursuant to the Merger or regulation becomes applicable to this Agreement or any transaction the other transactions contemplated by this Agreement, AirTran and Southwest shall take such commercially reasonable action as may be necessary to render such statutes inapplicable to all action reasonably appropriate of the foregoing or to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statutes on this Agreement, the Merger, and the other transactions contemplated by this Agreement. (c) Upon In connection with and without limiting Section 6.4(a), promptly following the terms execution and subject to the terms and conditions delivery of this Agreement, Parent Southwest and the Company agreeAirTran shall provide all necessary notices, applications, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consentsrequests to, and Local Consentsenter into discussions with, and the Governmental Authorities from whom consents or nonactions are required to make any registrations, declarations, notices or filings, if any, necessary for be obtained in connection with the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby by this Agreement in order to obtain all such required consents or nonactions from such Governmental Authorities and eliminate each and every other impediment that may be asserted by such Governmental Authorities, in each case with respect to the Merger, so as to enable the Closing to occur as soon as reasonably practicable. (yd) the positions Southwest and AirTran, each acting reasonably and in good faith, shall be entitled to be taken and the regulatory actions to be requested jointly participate in any filing Proceedings or submission negotiations with any Governmental Authority (including the DOJ, DOT, FAA, or any court) relating to a Governmental Entity Proceeding in connection with antitrust, competition, trade regulation, or any other matters relating to the Merger Merger, including any decisions about timing and strategy (which, in the other transactions contemplated hereby and case of litigation, includes a decision to defend, settle, or not to pursue the litigation), in connection with such Proceeding and any investigation communications with any Governmental Authority relating to any contemplated or other inquiry proposed resolution of such Proceeding; provided, that Southwest shall be entitled to direct any such Proceedings or Action by or beforenegotiations with any Governmental Authority (including the DOJ, DOT, FAA, or any negotiations withcourt) relating to a Proceeding. (e) In connection with and without limiting the generality of the foregoing, each of AirTran and Southwest shall: (i) make or cause to be made, in consultation and cooperation with the other and as promptly as practicable after the date of this Agreement (but in any event, with respect to clause (A) below, within ten Business Days following the date of this Agreement), (A) an appropriate filing of a Governmental Entity Notification and Report Form pursuant to the HSR Act relating to the Merger and (B) all other necessary registrations, declarations, notices, and filings relating to the Merger with other Governmental Authorities under any other antitrust, competition, trade regulation, or similar Laws; (ii) use reasonable best efforts to furnish to the other all assistance, cooperation, and information required for any such registration, declaration, notice, or filing and in order to achieve the effects set forth in Section 6.4(c); (iii) give the other reasonable prior notice of any such registration, declaration, notice, or filing and, to the extent reasonably practicable, of any communication with any Governmental Authority regarding the Merger (including with respect to any of the actions referred to in Section 6.4(c)), and permit the other to review (with the exception of the HSR Act filing and Second Request production) and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with, any such registration, declaration, notice, filing, or communication; (iv) respond as promptly as practicable under the circumstances to any inquiries received from any Governmental Authority or any other authority enforcing applicable antitrust, competition, trade regulation, or similar Laws for additional information or documentation in connection with antitrust, competition, trade regulation, or similar matters; (v) without limiting the generality of Section 6.4(e)(iv), (A) use reasonable best efforts to achieve Substantial Compliance as promptly as practicable with any request for additional information or documentary material issued by a Governmental Authority under 15 U.S.C. Sect. 18a(e) and in conjunction with the transactions contemplated hereby by this Agreement (a “Second Request”), (B) certify Substantial Compliance with any Second Request as promptly as practicable after the date of such Second Request, and (C) take all commercially reasonable actions necessary to assert, defend, and support its certification of Substantial Compliance with such Second Request; and (vi) (A) keep each other reasonably apprised with respect to any meeting or substantive conversation with any Governmental Authority in respect of the Merger (including with respect to any of the actions referred to in Section 6.4(c)), (B) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence, or other written communications explaining or defending this Agreement and the Merger, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority, and (C) furnish the other party with copies of all correspondence, filings (with the exception of the HSR Act filing and Second Request production), communications, and memoranda setting forth the substance thereof between it and its Affiliates and their respective Representatives on the one hand, and any Governmental Authority or members of any Governmental Authority’s staff, on the other regulatory matters incidental theretohand, with respect to this Agreement and the Merger. (f) For Notwithstanding anything else contained herein, the purposes provisions of this Section 6.036.4 shall not be construed to require (i) Southwest or any Southwest Subsidiary to (A) sell or otherwise dispose of, “reasonable best efforts” shall include taking or hold separate and agree to sell or otherwise dispose of, assets, categories of assets, or businesses of Southwest, the Southwest Subsidiaries, or the Combined Company that would materially impair the expected benefits (taken as a whole) as of the date hereof of the Merger to Southwest, (B) terminate relationships or contractual rights or obligations of Southwest, the Southwest Subsidiaries, or the Combined Company that would materially impair the expected benefits (taken as a whole) as of the date hereof of the Merger to Southwest, (C) terminate any and all actions necessary relevant venture or other arrangement of Southwest, the Southwest Subsidiaries, or the Combined Company that would materially impair the expected benefits (taken as a whole) as of the date hereof of the Merger to obtain Southwest, or (D) effectuate any other change or restructuring of Southwest, the Consents Southwest Subsidiaries, or the Combined Company (or, in each case, to enter into agreements or stipulate to the entry of an order or decree with any Governmental Entity Authority) that would materially impair the expected benefits (including taken as a whole) as of the FCC Consents, PSC Consents and Local Consents) required to consummate date hereof of the Merger and the to Southwest or (ii) Southwest or any Southwest Subsidiary or AirTran or any AirTran Subsidiary to undertake any other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company efforts or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take any other action if the taking of such efforts or refrain from taking, action would result in a Southwest Material Adverse Effect or agree to take or refrain from taking, any action or actions thatbe reasonably likely, individually or in the aggregate, would be reasonably likely to have prevent or materially impair the ability of Southwest or Merger Sub to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement or a either a Parent AirTran Material Adverse Effect or Company Material Adverse Effect be reasonably likely, individually or in the aggregate, to prevent or materially impair the ability of AirTran to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement, as applicable. (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent g) AirTran shall give prompt notice to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective TimeSouthwest, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request Southwest shall give prompt notice to AirTran, of or with the consent of Parent shall not affect (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect or (ii) the material failure by it to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants, or agreements of the Company parties or the conditions to the obligations of the parties under this Agreement or Agreement; provided further, that a failure to comply with this Section 6.4(g) will not constitute the failure of any condition under Section 7.01 set forth in ARTICLE VII to be satisfied unless the underlying inaccuracy or Section 7.03 breach would independently result in the failure of a condition set forth in ARTICLE VII to the obligation of Parent and Merger Sub to effect the Mergerbe satisfied.

Required Actions. (a) Subject to the terms hereofThe Company and Parent shall, including Section 6.03(c)as promptly as possible, Parent and the Company shall each use reasonable best efforts to (i) takemake, or cause to be takenmade, all actionsfilings and submissions required under any applicable Law (provided, that neither the Company, on the one hand, nor Parent, on the other hand, shall be in breach of the foregoing covenant if such party’s failure to timely file is a result of the other party’s failure to provide the requisite materials and signatures or otherwise take the requisite steps necessary for such filing), and do(ii) thereafter use commercially reasonable efforts to obtain, or cause to be done, and to assist and cooperate with the other party in doingobtained, all things necessaryconsents, proper authorizations, orders and approvals from all Governmental Authorities whether federal, state, local, or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicableforeign, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents which may be required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to under this Agreement and the Merger required under (A) the Securities Act other Transaction Documents. The Company and the Exchange Act, its Subsidiaries and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company Representatives shall cooperate with each other Parent and its Affiliates in connection with the making of promptly seeking to obtain all such filingsconsents, including providing copies authorizations, orders and approvals. The Parties hereto shall not willfully take any action that will have the effect of all such documents to delaying, impairing or impeding the non-filing party receipt of any required consents, authorizations, orders and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated herebyapprovals. (b) In connection with The Company shall deliver all notices to, and without limiting obtain all consents from, all Third Parties that are expressly set forth in Section 6.03(a), 5.05 of the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this AgreementDisclosure Schedules. (c) Upon Without limiting the terms generality of the parties’ undertakings pursuant to Section 5.07(a) and subject to the terms and conditions of this AgreementSection 5.07(b), Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and the parties hereto shall use their respective commercially reasonable best efforts to to: (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as respond promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, inquiries and furnish any State Regulator, or any Locality for additional information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with reasonably requested by any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the Authority regarding antitrust or other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted matters with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 Transaction Document; (ii) resolve any objections that may be asserted by the applicable Governmental Authority as promptly as practicable and avoid the imposition of any order or Section 7.03 the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Transaction Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the obligation of Parent and Merger Sub transactions contemplated by this Agreement or any Transaction Document has been issued, to effect the Mergerhave such Governmental Order vacated or lifted.

Required Actions. (a) Subject to the terms hereofand conditions of this Agreement, including Section 6.03(c), Parent and each of the Company parties shall each use its respective reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary, proper or advisable to consummate and make effective effective, as soon as reasonably possible, the Merger and the other transactions contemplated hereby as promptly as practicableby this Agreement, (ii) as promptly as practicable, obtain from any including obtaining all necessary Governmental Entity or any other and third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorizationconsents, execution approvals and delivery of this Agreement authorizations. (b) Without limiting ‎Section 6.03(a), Potlatch and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, Potlatch Board and thereafter make any other required submissions, with respect to this Agreement Deltic and the Merger required under (A) Deltic Board, as the Securities Act and the Exchange Actcase may be, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement Agreement, the Merger or any other transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement Agreement, the Merger or any other transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon Should Potlatch or any Potlatch Subsidiary own shares of Deltic Common Stock entitled to vote at the terms and subject to the terms and conditions of this AgreementDeltic Stockholders Meeting, Parent and the Company agreePotlatch shall, and shall cause its Subsidiaries to, vote all such shares of Deltic Common Stock in favor of the proposal to adopt this Agreement. (d) Without limiting the generality of the foregoing, each of their respective Subsidiaries, to cooperate Potlatch and use their respective reasonable best efforts to Deltic shall: (i) obtain any FCC Consentsmake or cause to be made, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, other (A) as promptly as practicable file all applications required to be filed with after the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions date of this Agreement, Parent and the Company agreein any event within 20 days of this Agreement, an appropriate filing of a Notification and shall cause each of their respective Subsidiaries, Report Form pursuant to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted Act with respect to the transactions contemplated hereby raised by this Agreement and (B) as promptly as practical after the date of this Agreement, all necessary registrations, declarations, notices, applications and filings relating to the Merger with applicable Governmental Entities under any applicable antitrust, competition, foreign investment, trade regulation or similar Laws; (ii) use its reasonable best efforts to furnish to the other all assistance, cooperation and information required for any such registration, declaration, notice, application or filing and in order to achieve the effects set forth in ‎Section 6.03(d); (iii) give the other reasonable prior notice of any such registration, declaration, notice, application or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the Merger (including with respect to any of the actions referred to in this ‎Section 6.03(d)), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any such registration, declaration, notice, filing, application or communication; (iv) use its reasonable best efforts to respond (including by providing any requested information or documentation reasonably available) as promptly as practicable under the circumstances to any inquiries received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, foreign investment, trade regulation or similar Laws for information or documentation in connection with antitrust, competition, foreign investment, trade regulation or similar matters and not enter into any agreement with such Governmental Entities or other authorities not to consummate any of the transactions contemplated by this Agreement, but subject to ‎Section 6.03(e); (v) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any substantive conversation with any Governmental Entity in respect of the Merger (including with respect to any of the actions referred to in this ‎Section 6.03(d)) without the other, (B) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party reasonably apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement and the Merger, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Entity and to contest (E) furnish the other parties with copies of all correspondence, filings and resist any actioncommunications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives, including any legislative, administrative or judicial actionon the one hand, and any Governmental Entity or members of any Governmental Entity’s staff, on the other hand, with respect to prevent this Agreement and the Merger; and (vi) use its reasonable best efforts to avoid the entry of any court order of, and to have vacated, lifted, reversed or overturned overturned, any Judgment (decree, judgment, injunction or other order, whether temporary, preliminary or permanent) , that restrictswould prevent, prevents restrain or prohibits delay the consummation of the Merger or any other transactions contemplated hereby under any Antitrust LawClosing. (e) Subject Notwithstanding anything to applicable Law the contrary contained in this Agreement, the provisions of this ‎Section 6.03 and the instructions of any Governmental Entity, Parent and the Company ‎Section 6.09 shall in good faith cooperate, consult and consider the other’s views in order not be construed to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (xi) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, require Potlatch or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. Potlatch Subsidiary or Deltic or any Deltic Subsidiary or (fii) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking permit Deltic or any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (Deltic Subsidiary without the prior written consent of Parent) Potlatch, to undertake any efforts or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action if the taking of all such efforts or actions thataction, individually or in the aggregate, would or would reasonably be expected to result (after giving effect to any reasonably likely to have expected proceeds of any divestiture or sale of assets) in a either a Parent Regulatory Material Adverse Effect or Company Effect. “Regulatory Material Adverse Effect (each Effect” means any fact, circumstance, effect, change, event or development that has a “Burdensome Condition”). For material adverse effect on the avoidance business, properties, financial condition or results of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation operations of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the MergerCombined Company.

Required Actions. (a) Subject to Each of the terms hereof, including Section 6.03(c), Parent and the Company parties shall each use their respective reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary, proper or advisable reasonably appropriate to consummate and make effective effective, as soon as reasonably possible, the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement Pending Offer and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall use their respective reasonable best efforts to (ix) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Pending Offer and the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon the terms In connection with and subject to the terms and conditions of this Agreementwithout limiting Section 6.03(a), Parent and the Company agreeshall cooperate in good faith to seek to obtain all consents, approvals and waivers required by the terms of any material Contracts with third parties or material Permits in connection with the transactions contemplated hereby. (d) In connection with and without limiting Section 6.03(a), the Company and Parent shall cause promptly enter into or continue discussions with the Governmental Entities from whom Consents or nonactions are required to be obtained in connection with the consummation of the Pending Offer and the Merger and the other transactions contemplated by this Agreement in order to obtain all such required Consents or nonactions from such Governmental Entities, in each of their respective Subsidiariescase with respect to the Pending Offer and the Merger, so as to cooperate enable the Closing to occur as soon as reasonably possible. To the extent necessary in order to accomplish the foregoing and subject to the limitations set forth in Section 6.03(f), the Company and Parent shall use their respective reasonable best efforts to (ijointly negotiate, commit to and effect, by consent decree, hold separate order, condition or approval or otherwise, the sale, divestiture or disposition of, or prohibition or limitation on the ownership or operation of, or requirements or undertakings with respect to the conduct by the Company, Parent or any of their respective Subsidiaries, of any portion of the business, properties or assets of the Company, Parent or any of their respective Subsidiaries; provided, however, that neither Parent nor the Company shall be required pursuant to this Section 6.03(d) obtain to commit to or effect any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for action that is not conditioned upon the consummation of the transactions contemplated hereby, Pending Offer and the Merger or that would or would reasonably be expected (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable after giving effect to any requests reasonably expected proceeds of any divestiture or sale of assets) to have a Combined Company Material Adverse Effect. If the FCCactions taken by Parent and the Company pursuant to the immediately preceding sentence do not result in the applicable Pending Offer Conditions being satisfied, any State Regulatorthen, or any Locality for information relating to any FCC Application or PSC Applicationduring the term of this Agreement, as applicable; provided, that each of Parent and the Company shall consult with jointly (to the other before communicating with extent practicable) use their reasonable best efforts to initiate and/or participate in any proceedings, whether judicial or administrative, in order to (i) oppose or defend against any action by any Governmental Entity relating to these matters, and to prevent or enjoin the extent permitted by applicable Law and reasonably practicable shall enable consummation of the Pending Offer or the Merger or any of the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of transactions contemplated by this Agreement, and/or (ii) take such action as necessary to overturn any regulatory action by any Governmental Entity to block consummation of the Pending Offer or the Merger or any of the other transactions contemplated by this Agreement, including by defending any suit, action or other legal proceeding brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Legal Restraint resulting from any suit, action or other legal proceeding that would cause any condition set forth in the Pending Offer not to be satisfied; provided that Parent and the Company agreeshall cooperate with one another in connection with, and shall cause jointly control, all proceedings related to the foregoing. (e) In connection with and without limiting the generality of the foregoing, each of their respective SubsidiariesParent and the Company shall: (i) make or cause to be made as promptly as reasonably practicable, in consultation and cooperation with the other (A) all filings required under the HSR Act relating to cooperate the Pending Offer or the Merger and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any (B) all other necessary registrations, declarations, notices and filings relating to the Pending Offer or filingsthe Merger with other Governmental Entities under any other antitrust, if anycompetition, necessary trade regulation or similar Laws; (ii) use its reasonable best efforts to furnish to the other all assistance, cooperation and information required for Closing any such registration, declaration, notice or filing and in order to achieve the effects set forth in Section 6.03(d); (iii) give the other reasonable prior notice of any such registration, declaration, notice or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the Pending Offer or the Merger (including with respect to any of the actions referred to in Section 6.03(d) and in this Section 6.03(e)), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any such registration, declaration, notice, filing or communication; (iv) use its reasonable best efforts to respond as promptly as reasonably practicable under the circumstances to any inquiries received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, trade regulation or similar Laws for additional information or documentation in connection with antitrust, competition, trade regulation or similar matters (including a “second request” under the HSR Act), and not extend any waiting period under the HSR Act or enter into any agreement with such Governmental Entities or other Federalauthorities not to consummate any of the transactions contemplated by this Agreement, state except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or foreign delayed; and (v) unless prohibited by applicable Law designed or by the applicable Governmental Entity, (A) to prohibitthe extent reasonably practicable, restrict not participate in or regulate actions for the purpose attend any meeting, or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to engage in any requests of substantive conversation with any Governmental Entity for information under any Antitrust Law, to secure in respect of the expiration Pending Offer or termination of any applicable waiting period, to resolve any objections asserted the Merger (including with respect to any of the transactions contemplated hereby raised actions referred to in Section 6.03(d) and in this Section 6.03(e) without the other, (B) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party reasonably apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement and the Pending Offer and the Merger, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Entity and to contest (E) furnish the other party with copies of all correspondence, filings and resist any action, including any legislative, administrative or judicial actioncommunications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and to prevent the entry of any court order and to have vacated, lifted, reversed Governmental Entity or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions members of any Governmental Entity’s staff, Parent on the other hand, with respect to this Agreement and the Company shall in good faith cooperatePending Offer and the Merger, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not redaction of competitively sensitive information or information subject to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretoattorney client privilege. (f) For Notwithstanding anything else contained herein but subject to the purposes proviso of the second sentence of Section 6.03(d), the provisions of this Section 6.036.03 shall not be construed to require the Company, Parent, or their respective Subsidiaries to offer, take, commit to or accept any action, restrictions or limitations (“reasonable best efforts” shall include taking any and all actions necessary Actions”) of or on the Company, Parent, or their respective Subsidiaries, or to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (such Actions without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from takingother party, or agree to take or refrain from taking, any action or actions thatif such Actions, individually or in the aggregate, would or would reasonably be expected to result in a Combined Company Material Adverse Effect. (g) Parent and the Company shall promptly advise the other in writing of any change or event that, individually or in the aggregate with all past changes and events, has had or would reasonably likely be expected to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For with respect to such Person, to cause any of the avoidance of doubt, notwithstanding any request or consent of Parent to do so, conditions set forth in no event shall the Company Article VII or the Company Subsidiaries Pending Offer Conditions not to be required satisfied, or to submit materially delay or impede the ability of such party to a Burdensome Condition unless consummate the Pending Offer or the Merger; provided, however, that no such Burdensome Condition is conditioned in all respects upon notification shall affect the consummation representations, warranties, covenants or agreements of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company parties under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the MergerAgreement.

Required Actions. (a) Subject to the terms hereofBuyer and Sellers shall, including Section 6.03(c)and shall cause their applicable Affiliates to, Parent and the Company shall each use commercially reasonable best efforts to (i) takepromptly make all filings and notifications with, or cause to be takenand obtain all authorizations, consents, orders and approvals of, all actionsGovernmental Entities that may be or become necessary for their respective execution and delivery of, and 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 the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any performance of their respective Subsidiaries in connection with the authorizationobligations pursuant to, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyby, this Agreement, including an appropriate filing of a notification and report form pursuant to the HSR Act or any other applicable antitrust or noncompetition Laws or regulations with respect to the transactions contemplated by this Agreement (collectively, “Governmental Approvals”), (ii) cooperate with the reasonable requests of each other in promptly seeking to obtain all such Governmental Approvals, and (iii) defend take all actions as may be necessary to obtain such Governmental Approvals. No party shall take any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby.Approval (b) In connection with and without limiting Notwithstanding Section 6.03(a6.8(a), Buyer and Sellers shall take all actions as may be necessary to obtain approval under the Company HSR Act and to obtain early termination or expiration of the “waiting period” (as defined by the HSR Act and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this AgreementRules promulgated thereunder). (c) Upon the terms The Sellers and subject Buyer shall, to the terms extent practicable and conditions without waiver of the attorney client privilege, jointly participate in the defense and settlement of any Action by a Governmental Entity relating to this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices Share Purchase or filings, if any, necessary for the consummation of the other transactions contemplated hereby, (ii) in consultation and cooperation with neither the Sellers nor Buyer shall settle or compromise any such Action without the other, as ’s written consent. (d) Buyer and the Sellers shall promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), notify each other of any State Regulators (the “PSC Applications”) and material communication either of them receives from any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information Governmental Entity relating to the matters that are the subject of this Agreement. Neither Buyer nor the Sellers shall agree to participate in any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating meeting with any Governmental Entity relating to these mattersthe matters that are the subject of this Agreement unless such party consults with the other in advance and, and to the extent permitted by applicable Law such Governmental Entity, gives the other the opportunity to attend and participate at such meeting. The parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as such parties may reasonably practicable request in connection with the foregoing. In no event shall enable Buyer or the Sellers be obligated to provide the other any portion of its HSR notification filing not customarily furnished to the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or connection with HSR filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and Buyer shall pay all filing fees required under the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretoHSR Act. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Merger.

Required Actions. (a) Subject to the terms hereofand conditions of this Agreement, including Section 6.03(c), Parent and each of the Company parties shall each use their respective reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary, proper or advisable reasonably appropriate to consummate and make effective effective, as soon as reasonably possible, the Merger and the other transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company Valeant and the Company Valeant Board and Parent Biovail and the Parent Board Biovail Board, as the case may be, shall use their respective reasonable best efforts to (ix) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon In connection with and without limiting Section 6.03(a), promptly following the terms execution and subject to delivery by the terms and conditions parties of this Agreement, Parent Valeant and the Company agree, and Biovail shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and enter into discussions with the Governmental Entities from whom Consents or nonactions are required to make any registrations, declarations, notices or filings, if any, necessary for be obtained in connection with the consummation of the Merger and the other transactions contemplated hereby, (ii) by this Agreement in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities order to obtain the FCC Consentsall such required Consents or nonactions from such Governmental Entities, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that in each of Parent and the Company shall consult case with the other before communicating with any Governmental Entity relating to these matters, and respect to the extent permitted by applicable Law and reasonably practicable shall Merger, so as to enable the other party Closing to participate occur as soon as reasonably possible. To the extent necessary in each such communication, and (iv) cure, not later than order to accomplish the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms foregoing and subject to the terms limitations set forth in Section 6.03(e), Valeant and conditions of this Agreement, Parent and the Company agree, and Biovail shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain jointly propose, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of, or prohibition or limitation on the ownership or operation by Valeant, Biovail or any Consents of their respective Subsidiaries of, any Governmental Entityportion of the business, and properties or assets of Valeant, Biovail or any of their respective Subsidiaries; provided, however, that neither Biovail nor Valeant shall be required pursuant to make any registrationsthis Section 6.03(c) to propose, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed commit to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) action that restricts, prevents or prohibits is not conditioned upon the consummation of the Merger or that would reasonably be expected (after giving effect to any reasonably expected proceeds of any divestiture or sale of assets) to have a Combined Company Material Adverse Effect. (d) In connection with and without limiting the generality of the foregoing, each of Biovail and Valeant shall: (i) make or cause to be made, in consultation and cooperation with the other and as promptly as practicable after the date of this Agreement, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act relating to the Merger, (B) if required, a notification pursuant to Section 114(1) of the Competition Act and an application for an advance ruling certificate pursuant to Section 102 of the Competition Act relating to Merger and (C) all other necessary registrations, declarations, notices, applications and filings relating to the Merger with other Governmental Entities under any other antitrust, competition, foreign investment, trade regulation or similar Laws; (ii) use its reasonable best efforts to furnish to the other all assistance, cooperation and information required for any such registration, declaration, notice or filing and in order to achieve the effects set forth in Section 6.03(c); (iii) give the other reasonable prior notice of any such registration, declaration, notice or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the Merger (including with respect to any of the actions referred to in Section 6.03(c) and in this Section 6.03(d)), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any such registration, declaration, notice, filing or communication; (iv) respond as promptly as practicable under the circumstances to any inquiries received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, foreign investment, trade regulation or similar Laws for additional information or documentation in connection with antitrust, competition, foreign investment, trade regulation or similar matters (including a “second request” under the HSR Act and a “Supplementary Information Request” under the Competition Act), and not extend any waiting period under the HSR Act or Competition Act or enter into any agreement with such Governmental Entities or other authorities not to consummate any of the transactions contemplated hereby under by this Agreement, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed; and (v) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to the extent reasonably practicable, not participate in or attend any Antitrust Lawmeeting, or engage in any substantive conversation with any Governmental Entity in respect of the Merger (including with respect to any of the actions referred to in Section 6.03(c) and in this Section 6.03(d)) without the other, (B) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party reasonably apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement and the Merger, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Entity and (E) furnish the other party 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 Governmental Entity or members of any Governmental Entity’s staff, on the other hand, with respect to this Agreement and the Merger. (e) Subject to applicable Law and Notwithstanding anything else contained herein, the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes provisions of this Section 6.03, “reasonable best efforts” 6.03 shall include taking not be construed to (i) require Valeant or any and all actions necessary to obtain the Consents of Valeant Subsidiary or Biovail or any Governmental Entity Biovail Subsidiary or (including the FCC Consents, PSC Consents and Local Consentsii) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company Valeant or the Company Subsidiaries (any Valeant Subsidiary without the prior written consent of Parent) Biovail, or require Parent permit Biovail or any Biovail Subsidiary without the Parent Subsidiaries prior written consent of Valeant, to undertake any efforts or to take or refrain from taking, or agree to take or refrain from taking, any action if the taking of such efforts or actions thataction would or would reasonably be expected to result (after giving effect to any reasonably expected proceeds of any divestiture or sale of assets) in a Combined Company Material Adverse Effect. (f) Notwithstanding anything else contained in this Agreement, individually (i) neither Biovail nor any of its Affiliates or any of their respective Representatives shall cooperate with any third party in the aggregateseeking regulatory clearance of any Biovail Takeover Proposal and (ii) neither Valeant nor any of its Affiliates or any of their respective Representatives shall cooperate with any third party in seeking regulatory clearance of any Valeant Takeover Proposal. (g) Biovail shall give prompt notice to Valeant, would be reasonably likely and Valeant shall give prompt notice to have a either a Parent Biovail, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality or Biovail Material Adverse Effect or Company Valeant Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubtEffect, notwithstanding as applicable, becoming untrue or inaccurate in any request respect or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Company parties or the conditions to the obligations of the parties under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the MergerAgreement.

Required Actions. (a) Subject to the terms hereof, including Section 6.03(c), Purchaser and Parent and the Company shall each use reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in an expeditious manner the Sale and the other transactions contemplated hereby as promptly as practicableby this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Sale and the other transactions contemplated by this Agreement, (ii) as promptly as practicabletaking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, obtain from clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under any Competition Laws or any other third party any Consents applicable Laws relating to the filings and/or notifications set forth on Section 6.3(c) of the Disclosure Schedule) required to be obtained or made by Purchaser or Parent or the Company or any of their respective Subsidiaries in connection with the authorizationSale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Sale and the other transactions contemplated by this Agreement and to fully carry out the consummation purposes of this Agreement. Additionally, each of Parent and Purchaser shall use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and shall use reasonable best efforts not to take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the Closing. (b) Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser and Parent shall each keep the other reasonably apprised of the status of matters relating to the completion of the Sale and the other transactions contemplated herebyby this Agreement and work cooperatively in connection with obtaining all required consents, clearances, expirations or terminations of waiting periods, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity. In that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 6.2, to the extent not prohibited by applicable Law, each of Parent and Purchaser shall promptly consult with the other party to provide any reasonably necessary information with respect to (and, in the case of correspondence, provide the other party (or their counsel) copies of) all filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement, the Sale and the other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and Section 6.2, to the extent not prohibited by applicable Law, each party to this Agreement shall promptly inform the other party to this Agreement, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party of) any material communication from any Governmental Entity or other such Person regarding the Sale or the other transactions contemplated by this Agreement, and except as provided in Section 6.20, permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed written or oral communication or submission with or to any such Governmental Entity or other such Person. If any party to this Agreement or any representative of such party receives a request for additional information or documentary material from any Governmental Entity with respect to the Sale or the other transactions contemplated by this Agreement, then such party will make, or cause to be made, promptly and after consultation with the other party to this Agreement, an appropriate response in compliance with such request. Purchaser, on one hand, and Parent, on the other hand, shall not participate in any meeting with any Governmental Entity in connection with this Agreement or the Sale, or with any other Person in connection with any Action by a private party relating to any Competition Laws in connection with this Agreement or the Sale, or make oral submissions at meetings or in telephone or other conversations, unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Purchaser and Parent may, as each deems in good faith to be advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under this Agreement as “outside counsel only.” Such designated materials and any materials provided by Purchaser to Parent or by Parent to Purchaser pursuant to this Section 6.3, and the information contained therein, shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such outside counsel and in-house counsel to employees (other than in-house counsel), officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Parent, as the case may be) or its legal counsel; it being understood that materials provided pursuant to this Agreement may be redacted (i) to remove references concerning the valuation of the Business, (ii) as necessary to comply with contractual confidentiality arrangements and (iii) defend as necessary to address reasonable privilege concerns. (c) Purchaser and Parent shall file or cause to be filed, as promptly as practicable, but in any lawsuits event no later than five (5) Business Days after the date of this Agreement, notifications under the HSR Act, and Purchaser and Parent shall file or cause to be filed, as soon as reasonably practicable, but in any event no later than eight (8) Business Days after the date of this Agreement, those other filings and/or notifications set forth (or, where applicable, drafts thereof) on Section 6.3(c) of the Purchaser Disclosure Schedule (collectively, the “Antitrust and Foreign Investment Filings”). (d) Purchaser shall use its best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Antitrust and Foreign Investment Filings. In connection therewith, if any Action is instituted challenging the Sale or the other transactions contemplated by this Agreement as violative of any applicable Competition Laws, Purchaser shall use its reasonable best efforts to initiate and/or participate in any Actions, whether judicial or administrative, challenging this Agreement to (i) oppose or defend against any Action by any Governmental Entity to prevent or enjoin the consummation of the Sale or the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and and/or (ii) if take such action as necessary to overturn any state takeover statute regulatory Action by any Governmental Entity to block consummation of the Sale or similar statute or regulation becomes applicable to this Agreement or any transaction the other transactions contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated including by this Agreement. (c) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain defending any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised Action brought by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent avoid the entry of any court order and of, or to have vacated, liftedoverturned or terminated, reversed or overturned including by appeal if necessary, any Judgment (whether temporary, preliminary or permanent) Order that restricts, prevents makes illegal or prohibits the consummation of the Merger Sale or any the other transactions contemplated hereby under by this Agreement resulting from any Antitrust Lawsuch Action. (e) Subject Notwithstanding any other provision of this Agreement, Purchaser shall take all actions reasonably necessary to applicable Law avoid or eliminate each and every impediment under any Competition Laws so as to enable the instructions Closing to occur as promptly as practicable (and in any event no later than the Outside Date), including (i) agreeing to, committing to and effecting, by consent decree, hold separate Order, or otherwise, the sale, divestiture or disposition of any Governmental Entitybusinesses, Parent product lines or assets of the Transferred Entities, Purchaser, and the Company shall in good faith cooperatetheir respective Subsidiaries, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (yii) otherwise taking or committing to take actions that after the positions Closing would limit Purchaser’s, the Transferred Entities’ or their respective Subsidiaries’ freedom of action with respect to, or its or their ability to retain, any businesses, product lines or assets of the Transferred Entities, Purchaser, and their respective Subsidiaries. In that regard Purchaser shall sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s Subsidiaries’ ability to retain, any of the businesses, product lines or assets of the Transferred Entities, Purchaser, or any of their respective Subsidiaries. No actions required to be taken and the regulatory actions pursuant to this Section 6.3(e) shall be requested in any filing considered for purposes of determining whether a Business Material Adverse Effect has occurred or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretomay occur. (f) For Whether or not the purposes Sale is consummated, Purchaser shall be responsible for all filing fees to obtain any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval pursuant to this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Merger6.3.

Required Actions. (a) Subject to Each of the terms hereof, including Section 6.03(c), Parent and the Company parties shall each use reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary, proper or advisable necessary to consummate and make effective effective, as soon as reasonably possible, the Merger and the other transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries this Agreement in connection accordance with the authorizationterms hereof; provided , execution and delivery of however , that nothing in this Agreement and the consummation of the transactions Section 6.3 shall prohibit either party from taking any action expressly contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated herebySection 5.5 . (b) In connection with and without limiting Section 6.03(a)6.3(a) , the Company United and the Company United Board and Parent Continental and the Parent Continental Board shall (ix) take all action reasonably appropriate necessary to ensure that no state takeover statute Takeover Statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (iiy) if any state takeover statute Takeover Statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate necessary to ensure that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon In connection with and without limiting Section 6.3(a) , promptly following the terms execution and subject delivery by the parties of this Agreement United and Continental shall provide all necessary notices, applications and requests to, and enter into discussions with, the Governmental Entities from whom Consents or nonactions are required to be obtained in connection with the consummation of the Merger and the other transactions contemplated by this Agreement in order to obtain all such required Consents or nonactions from such Governmental Entities and eliminate each and every other impediment that may be asserted by such Governmental Entities, in each case with respect to the terms Merger, so as to enable the Closing to occur as soon as reasonably practicable. To the extent necessary in order to accomplish the foregoing, United and conditions Continental shall jointly propose, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of, or prohibition or limitation on, (A) the ownership or operation by United, Continental or any of this Agreementtheir respective Subsidiaries of any portion of the business, Parent and the Company agreeproperties or assets of United, and shall cause each Continental or any of their respective Subsidiaries, (B) the ability of United to cooperate acquire or hold, or exercise full right of ownership of, any shares of the capital stock of the United Subsidiaries or Continental or the Continental Subsidiaries, including the right to vote, or (C) United or any of its Subsidiaries effectively controlling the business or operations of United and use their respective reasonable best efforts the United Subsidiaries or Continental and the Continental Subsidiaries; provided , however , that neither Continental nor United shall be required pursuant to this Section 6.3(c) to propose, commit to or effect any action that is not conditioned upon the consummation of the Merger. If the actions taken by Continental and United pursuant to the immediately preceding sentence do not result in the conditions set forth in Section 7.1(d) and (f) being satisfied, then each of Continental and United shall jointly (to the extent practicable) initiate and/or participate in any proceedings, whether judicial or administrative, in order to (i) obtain oppose or defend against any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised action by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits enjoin the consummation of the Merger or any of the other transactions contemplated hereby by this Agreement and (ii) take such action as necessary to overturn any regulatory action by any Governmental Entity to block consummation of the Merger or any of the other transactions contemplated by this Agreement, including by defending any suit, action or other legal proceeding brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Injunction resulting from any suit, action or other legal proceeding that would cause any condition set forth in Section 7.1(d) or (f) not to be satisfied, provided that Continental and United shall cooperate with one another in connection with, and shall jointly control, all proceedings related to the foregoing. (d) In connection with and without limiting the generality of the foregoing, each of Continental and United shall: (i) make or cause to be made, in consultation and cooperation with the other and as promptly as practicable after the date of this Agreement (but in any event, with respect to clause (A) below, within five Business Days following the date of this Agreement, and with respect to clause (B) below, at a time necessary to ensure that the EU Extension Date occurs prior to the Latest Possible End Date), (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act relating to the Merger, (B) all appropriate filings required pursuant to European Community Council Regulation No. 139/2004 (the “ EU Merger Regulation ”), and (C) all other necessary registrations, declarations, notices and filings relating to the Merger with other Governmental Entities under any Antitrust Lawother antitrust, competition, trade regulation or similar Laws; (ii) use its reasonable best efforts to furnish to the other all assistance, cooperation and information required for any such registration, declaration, notice or filing and in order to achieve the effects set forth in Section 6.3(c) ; (iii) give the other reasonable prior notice of any such registration, declaration, notice or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the Merger (including with respect to any of the actions referred to in Section 6.3(c) ), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with, any such registration, declaration, notice, filing or communication; (iv) respond as promptly as practicable under the circumstances to any inquiries received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, trade regulation or similar Laws for additional information or documentation in connection with antitrust, competition, trade regulation or similar matters; (v) without limiting the generality of Section 6.3(d)(iv) , (A) use its reasonable best efforts to achieve Substantial Compliance as promptly as practicable with any request for additional information or documentary material issued by a Governmental Entity under 15 U.S.C. Sect. 18a(e) and in conjunction with the transactions contemplated by this Agreement (a “ Second Request ”), (B) certify Substantial Compliance with any Second Request as promptly as practicable after the date of such Second Request, but in no event later than September 30, 2010, (C) take all actions necessary to assert, defend and support its certification of Substantial Compliance with such Second Request and (D) not extend any waiting period under the HSR Act or enter into any agreement with such Governmental Entities or other authorities to delay, or otherwise not to consummate as soon as practicable, any of the transactions contemplated by this Agreement except with the prior written consent of the other parties hereto, which consent may be withheld in the sole discretion of the non-requesting party; and (vi) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any substantive conversation with any Governmental Entity in respect of the Merger (including with respect to any of the actions referred to in Section 6.3(c) ) without the other, (B) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating or attending any such meeting or engaging in any such conversation, keep such party reasonably apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement and the Merger, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Entity, and (E) furnish the other party 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 Governmental Entity or members of any Governmental Entity’s staff, on the other hand, with respect to this Agreement and the Merger. (e) Subject Notwithstanding anything else contained herein, the provisions of this Section 6.3 shall not be construed to applicable Law and require United or any United Subsidiary or Continental or any Continental Subsidiary to undertake any efforts or to take any action if the instructions taking of such efforts or action is or would reasonably be expected to result (after giving effect to any reasonably expected proceeds of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned divestiture or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consentssale of assets) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing a Material Adverse Effect on either United or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or beforeContinental, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretoas applicable. (f) For the purposes of this Section 6.03, “reasonable best efforts” Continental shall include taking any and all actions necessary give prompt notice to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective TimeUnited, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request United shall give prompt notice to Continental, of or with the consent of Parent shall not affect (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided , however , that no such notification shall affect the representations, warranties, covenants or agreements of the Company parties or the conditions to the obligations of the parties under this Agreement or Agreement; provided further , that a failure to comply with this Section 6.3(f) will not constitute the failure of any condition under Section 7.01 set forth in Article VII to be satisfied unless the underlying inaccuracy or Section 7.03 breach would independently result in the failure of a condition set forth in Article VII to be satisfied. (g) Immediately following the obligation execution and delivery of Parent this Agreement by each of the parties hereto, United, as sole stockholder of Merger Sub, will adopt this Agreement. (h) Each of Continental and Merger Sub United shall use its reasonable best efforts to effect cause the MergerUnited Common Stock to be listed on either the NASDAQ or the NYSE, as reasonably agreed upon by Continental and United, after the Effective Time and to cause the trading symbol for the United Common Stock on such exchange after the Effective Time to be the trading symbol reasonably agreed upon by Continental and United.

Required Actions. (a) Subject to Each of the terms hereof, including Section 6.03(c), Parent and the Company parties shall each use their respective reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary, proper or advisable reasonably appropriate to consummate and make effective effective, as soon as reasonably possible, the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated herebyTransactions. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall use their respective reasonable best efforts to (ix) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation Anti-Takeover Statute is or becomes applicable to this Agreement or any transaction contemplated by this Agreement the Transactions and (iiy) if any state takeover statute or similar statute or regulation Anti-Takeover Statute becomes applicable to this Agreement or any transaction contemplated by this Agreementthe Transactions, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon the terms and subject to the terms and conditions of this AgreementIn connection with Section 6.03(a), Parent and the Company agreeshall cooperate in good faith to seek to obtain all consents, approvals and waivers required by the terms of any material Contracts with third parties or material Permits in connection with the transactions contemplated hereby. (d) In connection with Section 6.03(a), the Company and Parent shall make all filings, including filing a Notification and Report form under the HSR Act, as promptly as practicable with the Governmental Entities from whom Consents or nonactions are required to be obtained in connection with the consummation of the Merger and the other transactions contemplated by this Agreement in order to obtain all such required Consents or nonactions from such Governmental Entities, in each case with respect to the Merger, so as to enable the Closing to occur as soon as reasonably possible, and in any event no later than the End Date; provided, however, that neither Parent nor the Company shall cause each be required pursuant to this Section 6.03(d) to commit to any undertaking, divestiture, license or hold separate or similar arrangement or conduct of business arrangement or to terminate or modify any relationships, rights or obligations or to do any other act that is not conditioned upon the consummation of the Merger or that would or would reasonably be expected to result in (i) a prohibition or limitation on the ownership, operation or freedom of action by the Company, Parent or any of their respective Subsidiaries of or with respect to any portion of the business, properties or assets of the Company, Parent or any of their respective Subsidiaries, (ii) the Company, Parent or any of their respective Subsidiaries being compelled to cooperate dispose of or hold separate any portion of the business, properties or assets of the Company, Parent or any of their respective Subsidiaries, in each case as a result of the Merger, (iii) any prohibition or limitation on the ability of Parent to acquire or hold, or exercise full right of ownership of, any shares of the capital stock of the Company or the Company Subsidiaries, including the right to vote, or (iv) any prohibition or limitation on Parent effectively controlling the business or operations of the Company and the Company Subsidiaries, if any such actions set forth in clauses (i) through (iv) of this Section 6.03(d) would materially impair the expected benefits of the transaction (a “Detriment”). If the actions taken by Parent and the Company pursuant to the immediately preceding sentence do not result in the conditions set forth in Sections 7.01(c) and (d) being satisfied, then, during the term of this Agreement, each of Parent and the Company shall use their respective reasonable best efforts to participate in any proceedings, whether judicial or administrative, in order to (i) obtain oppose or defend against any FCC Consents, PSC Consents, and Local Consents, and action by any Governmental Entity to make any registrations, declarations, notices prevent or filings, if any, necessary for enjoin the consummation of the transactions contemplated hereby, Transactions or (ii) take such action as necessary to overturn any regulatory action by any Governmental Entity to block consummation of the Transactions, including by defending any suit, action or other legal proceeding brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Legal Restraint resulting from any suit, action or other legal proceeding that would cause any condition set forth in Section 7.01(c) or (d) not to be satisfied. (e) In connection with and without limiting the generality of the foregoing, each of Parent and the Company shall: (i) make or cause to be made as promptly as reasonably practicable (and in any event no later than 15 Business Days following the date of this Agreement), in consultation and cooperation with the other, as promptly as practicable file all applications filings required under the HSR Act relating to be filed with the FCC Merger; (ii) use its reasonable best efforts to furnish to the “FCC Applications”other all assistance, cooperation and information required for any such registration, declaration, notice or filing and in order to achieve the effects set forth in Section 6.03(d), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, ; (iii) give the other reasonable prior notice of any such registration, declaration, submission, notice or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the Merger (including with respect to any of the actions referred to in Section 6.03(d) and in this Section 6.03(e)), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any such registration, declaration, submission, notice, filing or communication; (iv) use its reasonable best efforts to respond as promptly as reasonably practicable to any inquiries or requests received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, trade regulation or similar Laws for additional information or documentary material in connection with antitrust, competition, trade regulation or similar matters (including a “second request” under the HSR Act), and not extend any waiting period under the HSR Act or enter into any agreement with such Governmental Entities or other authorities not to consummate any of the FCCtransactions contemplated by this Agreement, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed; and (v) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to the extent reasonably practicable, not participate in or attend any State Regulatormeeting, or engage in any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating conversation with any Governmental Entity relating in respect of the Merger (including with respect to these mattersany of the actions referred to in Section 6.03(d) and in this Section 6.03(e)) without the other, and (B) to the extent permitted reasonably practicable, give the other reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law and or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party reasonably practicable shall enable apprised with respect thereto, (D) cooperate in the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules filing of any State Regulator substantive memoranda, white papers, filings, correspondence or Locality. (d) Upon the terms and subject to the terms and conditions of other written communications explaining or defending this Agreement, Parent Agreement and the Company agreeMerger, and shall cause each of their respective Subsidiariesarticulating any regulatory or competitive argument, or responding to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices requests or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised made by any Governmental Entity and permit the other to contest review and resist any action, including any legislative, administrative or judicial actiondiscuss in advance, and to prevent consider in good faith the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation views of the Merger other in connection with the filing of such materials, and (E) furnish the other party 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 Governmental Entity or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions members of any Governmental Entity’s staff, Parent on the other hand, with respect to this Agreement and the Company shall in good faith cooperateMerger, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not redaction of competitively sensitive information, valuation material or information subject to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretoattorney client privilege. (f) For Notwithstanding anything else contained herein but subject to the purposes proviso of the first sentence of Section 6.03(d), the provisions of this Section 6.036.03 shall not be construed to require the Company, “reasonable best efforts” shall include taking Parent or their respective Subsidiaries to offer, take, commit to or accept any and all actions necessary action, restrictions or limitations of or on the Company, Parent or their respective Subsidiaries, or to obtain the Consents of any Governmental Entity (including the FCC Consentspermit such actions, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company restrictions or the Company Subsidiaries (limitations without the prior written consent of Parent) the other party, if such actions, restrictions or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions thatlimitations, individually or in the aggregate, would or would reasonably be reasonably likely expected to have result in a either a Detriment. (g) The Company shall promptly (and in any event within 24 hours of becoming aware of such Company Default) notify Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects writing upon the consummation occurrence of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the MergerDefault.

Required Actions. (a) Subject to the terms hereofSeller and Purchaser will, including Section 6.03(c)and will cause their respective Affiliates to, Parent cooperate with each other and the Company shall each use reasonable best efforts to (i) takenegotiate, or cause to be takenprepare and file as promptly as practicable all necessary applications, all actionsnotices, petitions, and do, or cause to be donefilings, and execute all agreements and documents, to assist the extent required by Law or Order in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including the Required Regulatory Approvals) and (ii) obtain the consents, approvals, and authorizations of all Governmental Entities to the extent required by Law or Order in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement (including the Required Regulatory Approvals). Each Party will, and will cause its Affiliates to, consult and cooperate with the other party Party as to the appropriate time of all such filings and notifications, furnish to the other Party such necessary information and reasonable assistance in doingconnection with the preparation of such filings, and respond promptly to any requests for additional information made in connection therewith by any Governmental Entity. To the extent permitted under applicable Law, each of Seller and Purchaser will have the right to review in advance all things necessarycharacterizations of the information relating to it or to the transactions contemplated by this Agreement which appear in any filing made by the other Party or any of its Affiliates in connection with the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, proper or advisable each of Seller and Purchaser will make an appropriate filing of a Notification and Report Form pursuant to consummate and make effective the HSR Act with respect to the transactions contemplated hereby - 37 - with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicablepracticable and in any event by June 4, 2018. (iib) as promptly as practicablePurchaser and Seller, obtain from acting reasonably and in good faith, will coordinate, and Seller shall cause the Company to coordinate, the preparation and making of any applications and filings (including the content, terms and conditions of such applications and filings) with any Governmental Entity, the resolution of any investigation or other inquiry of any Governmental Entity, the process for obtaining any consents, registrations, approvals, permits and authorizations of any Governmental Entity (including the Required Regulatory Approvals), and the making or discussing of any other third party and all proposals relating to any Consents required to be obtained or made by Parent or the Company or any regulatory commitments of Purchaser, Seller, their respective Subsidiaries Affiliates or business, or with any Governmental Entity, its staff, intervenors or customers, in each case, in connection with the authorizationexecution, execution delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby. Purchaser and Seller, (iii) defend any lawsuits or other Actionsacting reasonably and in good faith, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filingswill coordinate, and thereafter make any other required submissionsSeller will cause the Company to coordinate, with respect to this Agreement the scheduling and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate conduct of all meetings with each other Governmental Entities in connection with the making of all such filingstransactions contemplated by this Agreement (including the Required Regulatory Approvals); provided, including providing copies of all such documents however, to the non-filing party fullest extent practicable and its advisors prior to filing andpermitted by Law, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for with any application communications, meetings or other filing to be made pursuant to contacts, oral or written, with any applicable Law Governmental Entity in connection with the transactions contemplated hereby. , each of Seller and Purchaser shall (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall will cause its Affiliates to): (i) take all action reasonably appropriate to ensure that no state takeover statute inform the other Party in advance of any such communication, meeting, or similar statute or regulation is or becomes applicable to this Agreement other contact which such Party or any transaction contemplated by this Agreement of its Affiliates proposes or intends to make, including the subject matter, contents, intended agenda and other aspects of any of the foregoing; (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger consult and cooperate with the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local ConsentsParty, and to make any registrations, declarations, notices or filings, if any, necessary for take into account the consummation comments of the transactions contemplated hereby, (ii) other Party in consultation and cooperation connection with any of the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”matters covered by Section ‎5.5(a), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, ; (iii) respond as promptly as practicable to any requests permit representatives of the FCCother Party to participate to the maximum extent possible in any such communications, any State Regulatormeetings, or any Locality for information relating to any FCC Application or PSC Application, as applicableother contacts; provided, that each of Parent and the Company shall consult with (iv) notify the other before communicating Party of any oral communications with any Governmental Entity relating to these matters, any of the foregoing; and to the extent permitted by applicable Law and reasonably practicable shall enable (v) provide the other party Party with copies of all written communications with any Governmental Entity relating to participate any of the foregoing. Nothing in each such communication, and (ivthis Section 5.5(b) cure, not later than will apply to or restrict communications or other actions by a Party with or with respect to any Governmental Entity in connection with its business in the Effective Time, any material violations or defaults under any FCC Rules or rules ordinary course of any State Regulator or Localitybusiness. (dc) Upon Without limiting the terms foregoing, Purchaser and subject to the terms and conditions of this Agreement, Parent and the Company agreeSeller shall not, and shall cause their respective Affiliates not to, take any action, including (i) acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment or other business combination, asset, stock or equity purchase, or otherwise) from any Person (other than, in the case of Purchaser, from Seller or its Affiliates), (ii) making any filing or (iii) any other action, that, in each case, could reasonably be expected to adversely affect obtaining or making, or the timing of obtaining or making, any consent or approval contemplated by this Section ‎5.5. In furtherance of and without limiting any of Purchaser’s or Seller’s covenants and agreements under this Section ‎5.5, each of Purchaser and Seller shall, and shall cause their respective Subsidiaries, to cooperate and Affiliates to use their respective reasonable best efforts to obtain take, or cause to be taken, any Consents of and all steps and to make, or cause to be made, any and all undertakings necessary to avoid or eliminate each and every impediment asserted by any Governmental Entity in connection with obtaining the Required Regulatory Approvals, including avoiding or eliminating any Purchaser Burdensome Condition, so as to enable the Closing to occur as promptly as practicable, including (A) agreeing to conditions imposed by, or taking any action required by, any Governmental Entity, and (B) defending through litigation on the merits, including appeals, any Action asserted by any court or other proceeding by any Person, including any Governmental Entity, that seeks to make or could prevent or prohibit or impede, interfere with or delay the consummation of the Closing, (C) avoiding or eliminating any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR ActPurchaser Burdensome Condition, and proposing alternative conditions upon which the Required Regulatory Approvals would be provided, (D) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or business of Purchaser or its Affiliates or of the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition, and (E) agreeing to take any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any action as may be required by a Governmental Entity for information under in order to effect each of the following: (1) obtaining all Required Regulatory Approvals as soon as reasonably practicable and in any Antitrust Lawevent before the Outside Date, to secure (2) avoiding the entry of, or having vacated, lifted, dissolved, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect that prohibits, prevents or restricts consummation of, or impedes, interferes with or delays, the Closing and (3) effecting the expiration or termination of any applicable waiting period, to resolve any objections asserted which would otherwise have the effect of preventing, prohibiting or restricting consummation of the Closing or impeding, interfering with respect or delaying the Closing. Notwithstanding anything in this Agreement to the transactions contemplated hereby raised by contrary, the entry into any settlement with any Governmental Entity and to contest and resist or intervenor , or the filing with any action, including any legislative, administrative Governmental Entity or judicial action, and to prevent the entry publication of any court order and document containing any commitments regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to have vacated, lifted, reversed the extent involving a concession or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger commitment made by Seller or any other transactions contemplated hereby under any Antitrust Lawof its Affiliates (excluding the Company), Seller. (ed) Subject Notwithstanding the foregoing or anything else in this Agreement to applicable Law the contrary, neither Purchaser nor any of its Affiliates shall be required to, and the instructions of any Governmental Entity, Parent and neither Seller nor the Company shall in good faith cooperatenor any of their respective Affiliates shall, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with obtaining the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing Required Regulatory Approvals or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation setting such filings for hearing, settlement or other inquiry investigation, consent to or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions thatin each case, that would reasonably be expected to have, individually or in the aggregate, would a material adverse effect on the business, assets, results of operations or financial condition of Purchaser and its Affiliates (including the Company) taken as a whole, after giving effect to the Sale; provided, that Purchaser and its Affiliates (including the Company) shall be reasonably likely deemed to have a either a Parent Material Adverse Effect be the same size as the Business for purposes of this Section ‎5.5(d) (any such action or Company Material Adverse Effect (each requirement, a “Purchaser Burdensome Condition”). For the avoidance of doubt, notwithstanding none of the exclusions set forth in the definition of “Business Material Adverse Effect” shall be deemed to apply to any request reference to “material adverse effect” in this Section ‎5.5(d). (e) Notwithstanding the foregoing or consent of Parent anything else in this Agreement to do sothe contrary, (i) neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in no event connection with obtaining the Required Regulatory Approvals, consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, any of its Affiliates or any of their respective businesses, other than terms, conditions or limitations on or with respect to the Company (excluding the Elizabethtown Gas and Elkton Gas operating divisions of the Company) or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the MergerBusiness.

Required Actions. (a) Subject to Each of the terms hereof, including Section 6.03(c), Parent and the Company parties shall each use their respective reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary, proper or advisable reasonably appropriate to consummate and make effective effective, as soon as reasonably possible, the Merger and the other transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company Qwest and the Company Qwest Board and Parent CenturyLink and the Parent CenturyLink Board shall use their respective reasonable best efforts to (ix) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon In connection with and without limiting Section 6.03(a), Qwest and CenturyLink shall promptly enter into discussions with the terms Governmental Entities from whom Consents or nonactions are required to be obtained in connection with the consummation of the Merger and the other transactions contemplated by this Agreement in order to obtain all such required Consents or nonactions from such Governmental Entities and eliminate each and every other impediment that may be asserted by such Governmental Entities, in each case with respect to the Merger, so as to enable the Closing to occur as soon as reasonably possible. To the extent necessary in order to accomplish the foregoing and subject to the terms limitations set forth in Section 6.03(e), Qwest and conditions of this Agreement, Parent and the Company agree, and CenturyLink shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (ijointly negotiate, commit to and effect, by consent decree, hold separate order, condition or approval or otherwise, the sale, divestiture or disposition of, or prohibition or limitation on the ownership or operation of, or requirements or undertakings with respect to the conduct by Qwest, CenturyLink or any of their respective Subsidiaries, of any portion of the business, properties or assets of Qwest, CenturyLink or any of their respective Subsidiaries; provided, however, that neither CenturyLink nor Qwest shall be required pursuant to this Section 6.03(c) obtain to commit to or effect any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for action that is not conditioned upon the consummation of the Merger or that would or would reasonably be expected to result in a Substantial Detriment. If the actions taken by CenturyLink and Qwest pursuant to the immediately preceding sentence do not result in the conditions set forth in Section 7.01(d), (e) and (f) being satisfied, then, during the term of this Agreement, each of CenturyLink and Qwest shall jointly (to the extent practicable) use their reasonable best efforts to initiate and/or participate in any proceedings, whether judicial or administrative, in order to (i) oppose or defend against any action by any Governmental Entity to prevent or enjoin the consummation of the Merger or any of the other transactions contemplated herebyby this Agreement, and/or (ii) take such action as necessary to overturn any regulatory action by any Governmental Entity to block consummation of the Merger or any of the other transactions contemplated by this Agreement, including by defending any suit, action or other legal proceeding brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Legal Restraint resulting from any suit, action or other legal proceeding that would cause any condition set forth in Section 7.01(d), (e) or (f) not to be satisfied; provided that CenturyLink and Qwest shall cooperate with one another in connection with, and shall jointly control, all proceedings related to the foregoing. (d) In connection with and without limiting the generality of the foregoing, each of CenturyLink and Qwest shall: (i) make or cause to be made, in consultation and cooperation with the otherother and within twenty-one days after the date of this Agreement (or such other time as the parties mutually agree), (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act relating to the Merger and (B) all other necessary registrations, declarations, notices and filings relating to the Merger with other Governmental Entities under any other antitrust, competition, trade regulation or similar Laws; (ii) (A) make or cause to be made, in consultation and cooperation with the other and as promptly as practicable file after the date of this Agreement, all applications required to be filed with the FCC (the “FCC Applications”), ) and any State Regulators (the “PSC Applications”) to effect the transfer of control of the Qwest Licenses and/or CenturyLink Licenses, as necessary to consummate and any Localities make effective the Merger and the other transactions contemplated by this Agreement, and use its reasonable best efforts to obtain respond in consultation and cooperation with the FCC Consents, PSC Consents other and Local Consents, respectively, (iii) respond as promptly as practicable to any additional requests of for information received from the FCC, FCC or any State Regulator, or Regulator by any Locality for information relating party to any an FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, Application and (ivB) cure, use its reasonable best efforts to cure not later than the Effective Time, Time any material violations or defaults under any FCC Rules or rules of any State Regulator Regulator, except for such violations or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions defaults that, individually or in the aggregate, would not reasonably be reasonably likely expected to have a either a Parent Material Adverse Effect Substantial Detriment; (iii) use its reasonable best efforts to furnish to the other all assistance, cooperation and information required for any such registration, declaration, notice or Company Material Adverse Effect filing and in order to achieve the effects set forth in Section 6.03(c); (each iv) give the other reasonable prior notice of any such registration, declaration, notice or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the Merger (including with respect to any of the actions referred to in Section 6.03(c) and in this Section 6.03(d)), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any such registration, declaration, notice, filing or communication; (v) use its reasonable best efforts to respond as promptly as reasonably practicable under the circumstances to any inquiries received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, trade regulation or similar Laws for additional information or documentation in connection with antitrust, competition, trade regulation or similar matters (including a “Burdensome Condition”second request” under the HSR Act). For , and not extend any waiting period under the avoidance HSR Act or enter into any agreement with such Governmental Entities or other authorities not to consummate any of doubtthe transactions contemplated by this Agreement, notwithstanding any request or except with the prior written consent of Parent the other parties hereto, which consent shall not be unreasonably withheld or delayed; and (vi) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to do sothe extent reasonably practicable, not participate in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned attend any meeting, or engage in all respects upon the consummation any substantive conversation with any Governmental Entity in respect of the Merger (including with respect to any of the actions referred to in Section 6.03(c) and will not be effective for in this Section 6.03(d)) without the other, (B) to the extent reasonably practicable, give the other reasonable prior notice of any purpose until after such meeting or conversation, (C) in the Effective Timeevent one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party reasonably apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement and the Merger, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Entity and (E) furnish the other party 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 such Burdensome Condition imposed Governmental Entity or members of any Governmental Entity’s staff, on the Company other hand, with respect to this Agreement and the Merger, except that any materials concerning valuation of the other party may be redacted or withheld. (e) Notwithstanding anything else contained herein but subject to the Company proviso of the second sentence of Section 6.03(c), the provisions of this Section 6.03 shall not be construed to require Qwest, CenturyLink, or their respective Subsidiaries at the request to offer, take, commit to or accept any action, restrictions or limitations (“Actions”) of or with on Qwest, CenturyLink, or their respective Subsidiaries, or to permit such Actions without the prior written consent of Parent shall not affect any representation the other party, if such Actions, individually or warranty of in the Company under this Agreement aggregate, would or any condition under Section 7.01 or Section 7.03 would reasonably be expected to the obligation of Parent and Merger Sub to effect the Mergerresult in a Substantial Detriment.

Required Actions. (a) Subject to Each of the terms hereof, including Section 6.03(c), Parent and the Company parties shall each use its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary to consummate and make effective, as soon as reasonably possible, the Mergers and the other transactions contemplated by this Agreement in accordance with the terms hereof. Without limiting the generality of the foregoing, upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the Mergers and the other transactions contemplated hereby by this Agreement (which transactions, for the avoidance of doubt, shall include the receipt by each Galaxy Stockholder of its applicable portion of the Closing Date Stock Merger Consideration following delivery of a Letter of Transmittal or Optionholder Release Agreement, as promptly applicable), including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as practicablerequired under any Contract (provided, however, that such reasonable best efforts shall not include any requirement of any party to pay any amounts to any third party from whom such consent, approval or waiver is sought (other than de minimis costs or expenses with respect to the processing of such consent, approval or waiver), commence any arbitration proceedings or litigation or offer or grant any accommodation (financial or otherwise) to any third party), (ii) as promptly as practicableobtain all necessary actions or nonactions, obtain waivers, consents, approvals, orders and authorizations from Governmental Entities and (iii) make all necessary registrations, declarations and filings with any Governmental Entity or any other third party any Consents Entity, including filings required to be obtained or made by Parent or under the Company or any of their respective Subsidiaries in connection HSR Act with the authorizationUnited States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (an “Antitrust Authority”); in furtherance and not in limitation of the foregoing, Parent and Galaxy each shall, no later than ten Business Days following the execution and delivery of this Agreement Agreement, file a Notification and Report Form pursuant to the consummation of HSR Act with respect to the transactions contemplated herebyhereby and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 6.3 necessary to cause the expiration or termination of the applicable waiting period under the HSR Act as soon as practicable (iii) defend but in any lawsuits event prior to the End Date). Each of Parent and Galaxy shall substantially comply with any request or demand for the production, delivery or disclosure of documents or other Actionsevidence, whether judicial or administrativeany request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by an Antitrust Authority relating to the transactions contemplated hereby or by any third party challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay so called “second request” for additional information or temporary restraining order entered documentary material or any civil investigative demand made or issued by an Antitrust Authority or any court subpoena, interrogatory or deposition. Galaxy and Parent shall each be responsible for one-half of any filing and other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other similar fees payable in connection with the making filing of all such filings, including providing a Notification and Report Form and any other submissions under the HSR Act. (b) Each party shall promptly furnish to the other party copies of all such documents any notices or written communications received by it or any of its Affiliates from any third party or any Governmental Entity with respect to the non-filing transactions contemplated by this Agreement, and shall permit the other party’s counsel an opportunity to review in advance, and such party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Entity concerning the transactions contemplated by this Agreement. Each party agrees to provide the other party and its advisors prior counsel the opportunity, on reasonable advance notice, to filing andparticipate in any substantive meetings or discussions, if requestedeither in person or by telephone, considering in good faith all reasonable additionsbetween such party and/or any of its Affiliates, deletions agents or changes suggested in connection therewith. Parent advisors, on the one hand, and any Governmental Entity, on the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application hand, concerning or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (bc) In connection with Parent shall give prompt notice to Galaxy, and without limiting Section 6.03(a)Galaxy shall give prompt notice to Parent, the Company and the Company Board and Parent and the Parent Board shall of (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification (or failure to give such notification) shall affect or be deemed to modify the representations, warranties, covenants or agreements of the Company parties or the conditions to the obligations of the parties under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the MergerAgreement.

Required Actions. (a) Subject to Each of the terms hereof, including Section 6.03(c), Parent and the Company parties shall each use their respective reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary, proper or advisable reasonably appropriate to consummate and make effective effective, as soon as reasonably possible, the Merger and the other transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company Qwest and the Company Qwest Board and Parent CenturyLink and the Parent CenturyLink Board shall use their respective reasonable best efforts to (ix) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon In connection with and without limiting Section 6.03(a), Qwest and CenturyLink shall promptly enter into discussions with the terms Governmental Entities from whom Consents or nonactions are required to be obtained in connection with the consummation of the Merger and the other transactions contemplated by this Agreement in order to obtain all such required Consents or nonactions from such Governmental Entities and eliminate each and every other impediment that may be asserted by such Governmental Entities, in each case with respect to the Merger, so as to enable the Closing to occur as soon as reasonably possible. To the extent necessary in order to accomplish the foregoing and subject to the terms limitations set forth in Section 6.03(e), Qwest and conditions of this Agreement, Parent and the Company agree, and CenturyLink shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (ijointly negotiate, commit to and effect, by consent decree, hold separate order, condition or approval or otherwise, the sale, divestiture or disposition of, or prohibition or limitation on the ownership or operation of, or requirements or undertakings with respect to the conduct by Qwest, CenturyLink or any of their respective Subsidiaries, of any portion of the business, properties or assets of Qwest, CenturyLink or any of their respective Subsidiaries; provided, however, that neither CenturyLink nor Qwest shall be required pursuant to this Section 6.03(c) obtain to commit to or effect any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for action that is not conditioned upon the consummation of the Merger or that would or would reasonably be expected to result in a Substantial Detriment. If the actions taken by CenturyLink and Qwest pursuant to the immediately preceding sentence do not result in the conditions set forth in Section 7.01(d), (e) and (f) being satisfied, then, during the term of this Agreement, each of CenturyLink and Qwest shall jointly (to the extent practicable) use their reasonable best efforts to initiate and/or participate in any proceedings, whether judicial or administrative, in order to (i) oppose or defend against any action by any Governmental Entity to prevent or enjoin the consummation of the Merger or any of the other transactions contemplated herebyby this Agreement, and/or (ii) take such action as necessary to overturn any regulatory action by any Governmental Entity to block consummation of the Merger or any of the other transactions contemplated by this Agreement, including by defending any suit, action or other legal proceeding brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Legal Restraint resulting from any suit, action or other legal proceeding that would cause any condition set forth in Section 7.01(d), (e) or (f) not to be satisfied; provided that CenturyLink and Qwest shall cooperate with one another in connection with, and shall jointly control, all proceedings related to the foregoing. (d) In connection with and without limiting the generality of the foregoing, each of CenturyLink and Qwest shall: (i) make or cause to be made, in consultation and cooperation with the otherother and within twenty-one days after the date of this Agreement (or such other time as the parties mutually agree), (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act relating to the Merger and (B) all other necessary registrations, declarations, notices and filings relating to the Merger with other Governmental Entities under any other antitrust, competition, trade regulation or similar Laws; (ii) (A) make or cause to be made, in consultation and cooperation with the other and as promptly as practicable file after the date of this Agreement, all applications required to be filed with the FCC (the “FCC Applications”), ) and any State Regulators (the “PSC Applications”) to effect the transfer of control of the Qwest Licenses and/or CenturyLink Licenses, as necessary to consummate and any Localities make effective the Merger and the other transactions contemplated by this Agreement, and use its reasonable best efforts to obtain respond in consultation and cooperation with the FCC Consents, PSC Consents other and Local Consents, respectively, (iii) respond as promptly as practicable to any additional requests of for information received from the FCC, FCC or any State Regulator, or Regulator by any Locality for information relating party to any an FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, Application and (ivB) cure, use its reasonable best efforts to cure not later than the Effective Time, Time any material violations or defaults under any FCC Rules or rules of any State Regulator Regulator, except for such violations or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions defaults that, individually or in the aggregate, would not reasonably be reasonably likely expected to have a either a Parent Material Adverse Effect Substantial Detriment; (iii) use its reasonable best efforts to furnish to the other all assistance, cooperation and information required for any such registration, declaration, notice or Company Material Adverse Effect filing and in order to achieve the effects set forth in Section 6.03(c); (each iv) give the other reasonable prior notice of any such registration, declaration, notice or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the Merger (including with respect to any of the actions referred to in Section 6.03(c) and in this Section 6.03(d)), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any such registration, declaration, notice, filing or communication; (v) use its reasonable best efforts to respond as promptly as reasonably practicable under the circumstances to any inquiries received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, trade regulation or similar Laws for additional information or documentation in connection with antitrust, competition, trade regulation or similar matters (including a “Burdensome Condition”second request” under the HSR Act). For , and not extend any waiting period under the avoidance HSR Act or enter into any agreement with such Governmental Entities or other authorities not to consummate any of doubtthe transactions contemplated by this Agreement, notwithstanding any request or except with the prior written consent of Parent the other parties hereto, which consent shall not be unreasonably withheld or delayed; and (vi) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to do sothe extent reasonably practicable, not participate in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned attend any meeting, or engage in all respects upon the consummation any substantive conversation with any Governmental Entity in respect of the Merger (including with respect to any of the actions referred to in Section 6.03(c) and will not be effective for in this Section 6.03(d)) without the other, (B) to the extent reasonably practicable, give the other reasonable prior notice of any purpose until after such meeting or conversation, (C) in the Effective Timeevent one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party reasonably apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement and the Merger, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Entity and (E) furnish the other party 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 such Burdensome Condition imposed Governmental Entity or members of any Governmental Entity’s staff, on the Company other hand, with respect to this Agreement and the Merger, except that any materials concerning valuation of the other party may be redacted or withheld. (e) Notwithstanding anything else contained herein but subject to the Company proviso of the second sentence of Section 6.03(c), the provisions of this Section 6.03 shall not be construed to require Qwest, CenturyLink, or their respective Subsidiaries at the request to offer, take, commit to or accept any action, restrictions or limitations (“Actions”) of or with on Qwest, CenturyLink, or their respective Subsidiaries, or to permit such Actions without the prior written consent of Parent the other party, if such Actions, individually or in the aggregate, would or would reasonably be expected to result in a Substantial Detriment. (f) Notwithstanding anything else contained in this Agreement, during the term of this Agreement (i) neither CenturyLink nor any of its Affiliates or any of their respective Representatives shall not affect cooperate with any other party in seeking regulatory clearance of any CenturyLink Takeover Proposal and (ii) neither Qwest nor any of its Affiliates or any of their respective Representatives shall cooperate with any other party in seeking regulatory clearance of any Qwest Takeover Proposal. (g) CenturyLink shall give prompt notice to Qwest, and Qwest shall give prompt notice to CenturyLink, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Company parties or the conditions to the obligations of the parties under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the MergerAgreement.

Required Actions. (a) Subject to Each of the terms hereof, including Section 6.03(c), Parent and the Company parties shall each use their respective reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties hereto in doing, all things necessary, proper necessary or advisable to cause the conditions to closing of the Transactions to be satisfied and consummate and make effective effective, in each case, as soon as reasonably possible (and in any event no later than the transactions contemplated hereby as promptly as practicableEnd Date), (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated herebyTransactions. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall use their respective reasonable best efforts to (ix) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement the Transactions and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreementthe Transactions, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon the terms In connection with and subject to the terms and conditions of this Agreementwithout limiting Section 6.03(a), Parent and the Company agreeshall cooperate in good faith to seek to obtain all consents, approvals and waivers required by the terms of any material Contracts with third parties or material Permits in connection with the transactions contemplated hereby. (d) In connection with and without limiting Section 6.03(a), the Company and Parent shall promptly enter into discussions with the Governmental Entities from whom Consents are required to be obtained in connection with the consummation of the Transactions in order to obtain all such required Consents from such Governmental Entities, in each case with respect to the Mergers, so as to enable the Closing to occur as soon as reasonably possible, and in any event no later than the End Date. To the extent necessary in order to accomplish the foregoing and subject to the limitations set forth in Section 6.03(f), the Company and Parent shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (ijointly negotiate, commit to and effect, by consent decree, hold separate order, condition or approval or otherwise, the sale, divestiture or disposition of, or prohibition or limitation on the ownership or operation of, or requirements or undertakings with respect to the conduct by the Company, Parent or any of their respective Subsidiaries of, any portion of the business, properties or assets of the Company, Parent or any of their respective Subsidiaries; provided, however, that neither Parent nor the Company shall be required pursuant to this Section 6.03(d) obtain to commit to or effect any FCC Consentsaction, PSC Consentsprohibition, and Local Consentslimitation, and to make any registrations, declarations, notices requirement or filings, if any, necessary for undertaking that is not conditioned upon the consummation of the transactions contemplated herebyTransactions or that, individually or in the aggregate, would or would reasonably be expected to be materially adverse to the Company and its Subsidiaries or Parent and the Parent Subsidiaries, each taken as a whole. If the actions taken by Parent and the Company pursuant to the immediately preceding sentence do not result in the conditions set forth in Sections 7.01(c) and (d) being satisfied, then, during the term of this Agreement, each of Parent and the Company shall use their reasonable best efforts to initiate or participate in any proceedings, whether judicial or administrative, in order to (i) oppose or defend against any action by any Governmental Entity to prevent or enjoin the consummation of the Transactions or (ii) take such action as necessary to overturn any regulatory action by any Governmental Entity to block consummation of the Transactions, including by defending any suit, action or other legal proceeding brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Legal Restraint resulting from any suit, action or other legal proceeding that would cause any condition set forth in Section 7.01(c) or (d) not to be satisfied. (e) In connection with and without limiting the generality of the foregoing, each of Parent and the Company shall: (i) make or cause to be made as promptly as reasonably practicable (and in any event no later than 15 Business Days following the date of this Agreement), in consultation and cooperation with the other, as promptly as practicable file all applications filings required under the HSR Act relating to be filed with the FCC Merger; (ii) use its reasonable best efforts to furnish to the “FCC Applications”other all assistance, cooperation and information required for any such registration, declaration, notice or filing and in order to achieve the effects set forth in Section 6.03(d), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, ; (iii) give the other reasonable prior notice of any such registration, declaration, submission, notice or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the Transactions (including with respect to any of the actions referred to in Section 6.03(d) and in this Section 6.03(e)), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any such registration, declaration, submission, notice, filing or communication; (iv) use its reasonable best efforts to respond as promptly as reasonably practicable to any inquiries or requests received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, trade regulation or similar Laws for additional information or documentary material in connection with antitrust, competition, trade regulation or similar matters (including a “second request” under the HSR Act), and not extend any waiting period under the HSR Act or enter into any agreement with such Governmental Entities or other authorities not to consummate any of the FCCtransactions contemplated by this Agreement, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed; (v) prepare and submit, in a form acceptable to the cognizant security agency, to the Defense Security Service (“DSS”) of the United States Department of Defense a notification under NISPOM and any State Regulatorother applicable national or industrial security regulations, and any other applicable customer, national or any Locality for information relating to any FCC Application industrial security regulations or PSC Application, as applicablecustomer program security requirements; provided, that each of Parent and the Company shall consult with have approval rights over the other before communicating content of all related communications, filings and notifications and shall be entitled to participate in all related discussions, where acceptable to the cognizant security agency; and (vi) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation with any Governmental Entity relating in respect of the Transactions (including with respect to these mattersany of the actions referred to in Section 6.03(d) and in this Section 6.03(e)) without the other, and (B) to the extent permitted reasonably practicable, give the other reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law and or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party reasonably practicable shall enable apprised with respect thereto, (D) cooperate in the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules filing of any State Regulator substantive memoranda, white papers, filings, correspondence or Locality. (d) Upon the terms and subject to the terms and conditions of other written communications explaining or defending this Agreement, Parent Agreement and the Company agreeMergers, and shall cause each of their respective Subsidiariesarticulating any regulatory or competitive argument, or responding to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices requests or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised made by any Governmental Entity and to contest (E) furnish the other party with copies of all correspondence, filings and resist any action, including any legislative, administrative or judicial actioncommunications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and to prevent the entry of any court order and to have vacated, lifted, reversed Governmental Entity or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions members of any Governmental Entity’s staff, Parent on the other hand, with respect to this Agreement and the Company shall in good faith cooperateMergers, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not redaction of competitively sensitive information, valuation material or information subject to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretoattorney client privilege. (f) For Notwithstanding anything else contained herein but subject to the purposes proviso of the second sentence of Section 6.03(d), the provisions of this Section 6.036.03 shall not be construed to require the Company, “reasonable best efforts” shall include taking Parent or their respective Subsidiaries to offer, take, commit to or accept any and all actions necessary action, restrictions or limitations of or on the Company, Parent or their respective Subsidiaries, or to obtain the Consents of any Governmental Entity (including the FCC Consentspermit such actions, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company restrictions or the Company Subsidiaries (limitations without the prior written consent of ParentParent (in the case of such offerings, taking, commitments, acceptances or permissions by the Company) or require Parent or the Parent Subsidiaries to take or refrain from takingCompany (in the case of such offerings, takings, commitments, acceptances, or agree to take permissions by Parent), as applicable, if such actions, restrictions or refrain from taking, any action or actions thatlimitations, individually or in the aggregate, would or would reasonably be reasonably likely expected to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 materially adverse to the obligation of Company, Parent and Merger Sub to effect the Mergertheir respective Subsidiaries, taken as a whole.

Required Actions. (a) Subject to Each of the terms hereof, including Section 6.03(c), Parent and the Company parties shall each use their respective reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary, proper or advisable reasonably appropriate to consummate and make effective effective, as soon as reasonably possible, the Merger and the other transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company Pine and the Company Pine Board and Parent Cedar and the Parent Cedar Board shall use their respective reasonable best efforts to (ix) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon In connection with and without limiting Section 6.03(a), promptly following the terms execution and delivery by the parties of this Agreement, Pine and Cedar shall enter into discussions with the Governmental Entities from whom Consents or nonactions are required to be obtained in connection with the consummation of the Merger and the other transactions contemplated by this Agreement in order to obtain all such required Consents or nonactions from such Governmental Entities and eliminate each and every other impediment that may be asserted by such Governmental Entities, in each case with respect to the Merger, so as to enable the Closing to occur as soon as reasonably possible. To the extent necessary in order to accomplish the foregoing and subject to the terms limitations set forth in Section 6.03(e), Pine and conditions of this Agreement, Parent and the Company agree, and Cedar shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (ijointly negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of, or prohibition or limitation on the ownership or operation by Pine, Cedar or any of their respective Subsidiaries of any portion of the business, properties or assets of Pine, Cedar or any of their respective Subsidiaries; provided, however, that neither Cedar nor Pine shall be required pursuant to this Section 6.03(c) obtain to commit to or effect any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for action that is not conditioned upon the consummation of the Merger. If the actions taken by Cedar and Pine pursuant to the immediately preceding sentence do not result in the conditions set forth in Section 7.01(d), (e) and (f) being satisfied, then each of Cedar and Pine shall jointly (to the extent practicable) use their reasonable best efforts to initiate and/or participate in any proceedings, whether judicial or administrative, in order to (i) oppose or defend against any action by any Governmental Entity to prevent or enjoin the consummation of the Merger or any of the other transactions contemplated herebyby this Agreement, and/or (ii) take such action as necessary to overturn any regulatory action by any Governmental Entity to block consummation of the Merger or any of the other transactions contemplated by this Agreement, including by defending any suit, action or other legal proceeding brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Legal Restraint resulting from any suit, action or other legal proceeding that would cause any condition set forth in Section 7.01(d), (e) or (f) not to be satisfied; provided that Cedar and Pine shall cooperate with one another in connection with, and shall jointly control, all proceedings related to the foregoing. (d) In connection with and without limiting the generality of the foregoing, each of Cedar and Pine shall: (i) make or cause to be made, in consultation and cooperation with the other, other and as promptly as practicable file after the date of this Agreement, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act relating to the Merger and (B) all other necessary registrations, declarations, notices and filings relating to the Merger with other Governmental Entities under any other antitrust, competition, trade regulation or similar Laws; (ii) (A) make or cause to be made, in consultation and cooperation with the other and as promptly as practicable after the date of this Agreement, all applications required to be filed with the FCC (the “FCC Applications”), ) and any State Regulators (the “PSC Applications”) to effect the transfer of control of the Pine Licenses and/or Cedar Licenses, as necessary to consummate and any Localities make effective the Merger and the other transactions contemplated by this Agreement, and use its reasonable best efforts to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any additional requests of for information received from the FCC, FCC or any State Regulator, or Regulator by any Locality for information relating party to any an FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, Application and (ivB) cure, use its reasonable best efforts to cure not later than the Effective Time, Time any material violations or defaults under any FCC Rules or rules of any State Regulator Regulator, except for such violations or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions defaults that, individually or in the aggregate, would not reasonably be reasonably likely expected to have a either a Parent Material Adverse Effect Substantial Detriment; (iii) use its reasonable best efforts to furnish to the other all assistance, cooperation and information required for any such registration, declaration, notice or Company Material Adverse Effect filing and in order to achieve the effects set forth in Section 6.03(c); (each iv) give the other reasonable prior notice of any such registration, declaration, notice or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the Merger (including with respect to any of the actions referred to in Section 6.03(c)), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any such registration, declaration, notice, filing or communication; (v) use its reasonable best efforts to respond as promptly as reasonably practicable under the circumstances to any inquiries received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, trade regulation or similar Laws for additional information or documentation in connection with antitrust, competition, trade regulation or similar matters (including a “Burdensome Condition”second request” under the HSR Act). For , and not extend any waiting period under the avoidance HSR Act or enter into any agreement with such Governmental Entities or other authorities not to consummate any of doubtthe transactions contemplated by this Agreement, notwithstanding any request or except with the prior written consent of Parent the other parties hereto, which consent shall not be unreasonably withheld or delayed; and (vi) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to do sothe extent reasonably practicable, not participate in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned attend any meeting, or engage in all respects upon the consummation any substantive conversation with any Governmental Entity in respect of the Merger (including with respect to any of the actions referred to in Section 6.03(c)) without the other, (B) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party reasonably apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement and will not be effective for the Merger, articulating any purpose until after regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Entity and (E) furnish the Effective Timeother party 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 such Burdensome Condition imposed Governmental Entity or members of any Governmental Entity’s staff, on the Company other hand, with respect to this Agreement and the Merger, except that any materials concerning valuation of the other party may be redacted or withheld. (e) Notwithstanding anything else contained herein but subject to the Company proviso of the second sentence of Section 6.03(c), the provisions of this Section 6.03 shall not be construed to require or permit Pine, Cedar, or their respective Subsidiaries at the request from offering, taking, committing to or accepting any action, restrictions or limitations (“Actions”) of or with on Pine, Cedar, or their respective Subsidiaries without the prior written consent of Parent shall not affect any representation the other party if such Actions, individually or warranty of in the Company under this Agreement aggregate, would or any condition under Section 7.01 or Section 7.03 would reasonably be expected to the obligation of Parent and Merger Sub to effect the Mergerresult in a Substantial Detriment.

Required Actions. (a) Subject to the terms hereof, including Section 6.03(c), Parent Purchaser and the Company Seller shall each use reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in an expeditious manner the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to assist be filed to consummate the Sale and cooperate the other transactions contemplated by this Agreement and (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (“Regulatory Approvals”) (which actions shall include furnishing all information required under any Regulatory Laws) required to be obtained or made by Purchaser or Seller or any of their respective Affiliates in connection with the Sale and the other party in doingtransactions contemplated by this Agreement or otherwise become applicable to the transactions contemplated by this Agreement. Additionally, each of Seller and Purchaser shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate fulfill all conditions precedent to this Agreement and make effective shall not (and shall cause each of their respective Affiliates and Representatives not to) take any action after the transactions contemplated hereby as promptly as practicabledate of this Agreement that would reasonably be expected to (A) prevent, (ii) as promptly as practicabledelay or impede the obtaining of, obtain from or result in not obtaining, any Governmental Entity or any other third party any Consents Regulatory Approvals required to be obtained or made by Parent Purchaser or the Company Seller or any of their respective Subsidiaries Affiliates in connection with the authorizationSale and the other transactions contemplated by this Agreement, execution and delivery or (B) otherwise cause any of the conditions set forth in Article IX of this Agreement and to fail to be satisfied or prevent, delay or impede the consummation of the Sale or any other transaction contemplated by this Agreement. (b) Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser and Seller shall each keep the other apprised of the status of matters relating to the completion of the Sale and the other transactions contemplated herebyby this Agreement and work cooperatively in connection with obtaining all required Regulatory Approvals. In that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 6.2, to the extent not prohibited by applicable Law, each of Seller and Purchaser shall promptly consult with the other party to provide any necessary information with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement, the Sale and the other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and Section 6.2, to the extent not prohibited by applicable Law, each party to this Agreement shall promptly inform the other party to this Agreement, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party of) any material communication from any Governmental Entity in connection with this Agreement or the Sale, or with any other Person in connection with any Action by a private party relating to any Regulatory Laws in connection with this Agreement or the Sale or the other transactions contemplated by this Agreement, and permit the other party to review and discuss reasonably in advance, and consider in good faith the views of the other party in connection with, any proposed written or oral communication, correspondence or submission with or to any such Governmental Entity or other such Person. If any party to this Agreement or any Representative of such party receives a request for additional information or documentary material from any Governmental Entity with respect to the Sale or the other transactions contemplated by this Agreement, then such party will make, or cause to be made, promptly and after consultation with the other party to this Agreement, an appropriate response in compliance with such request. Purchaser or its Representatives, on one hand, and Seller or its Representatives, on the other hand, shall not participate in any meeting (including telephone conversation, video conference, or other discussion) with any Governmental Entity in connection with this Agreement or the Sale, or with any other Person in connection with any Action by a private party relating to any Regulatory Laws in connection with this Agreement or the Sale, or make oral submissions at meetings or in telephone or other conversations, unless it consults with the other party reasonably in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Purchaser and Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under this Agreement as “outside counsel/in-house counsel only.” Such designated materials and any materials provided by Purchaser to Seller or by Seller to Purchaser pursuant to this Section 6.3, and the information contained therein, shall be given only to the outside legal counsel and in-house counsel of the recipient and shall not be disclosed by such outside counsel and in-house counsel to employees (other than in-house counsel), officers or directors of the recipient, unless express permission is obtained in advance from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel; it being understood that materials provided pursuant to this Agreement may be redacted (i) to remove references concerning the valuation of the Business, (ii) as necessary to comply with contractual obligations and (iii) defend as necessary to protect privileged attorney-client communications or attorney work product. (c) Purchaser and Seller shall file or cause to be filed, as promptly as practicable, but in any lawsuits event no later than fifteen (15) Business Days after the date of this Agreement, notifications under the HSR Act, and Purchaser and Seller shall file or cause to be filed, no later than ten (10) Business Days after the date of this Agreement, any other filings and/or notifications under applicable Regulatory Laws. (d) Purchaser shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Sale and the other transactions contemplated by this Agreement under any Regulatory Laws. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging the Sale or the other transactions contemplated by this Agreement as violative of any Regulatory Laws, Purchaser shall use its reasonable best efforts to initiate and/or participate in any Actions, whether judicial or administrative, challenging this Agreement to (i) oppose or defend against any Action by any Governmental Entity to prevent or enjoin the consummation of the Sale or the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and and/or (ii) if take such action as necessary to overturn any state takeover statute regulatory Action by any Governmental Entity to block the consummation of the Sale or similar statute or regulation becomes applicable to this Agreement or any transaction the other transactions contemplated by this Agreement, take all action reasonably appropriate including by defending any such Action brought by any Governmental Entity to ensure avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Order that makes illegal, or prohibits the Merger and consummation of, the Sale or the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain Agreement resulting from any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust LawAction. (e) Subject Notwithstanding any other provision of this Agreement, Purchaser shall take all actions necessary to applicable Law avoid or eliminate each and every impediment under any Regulatory Laws so as to enable the instructions Closing to occur in an expeditious manner (and in any event no later than the Outside Date), including (i) proposing, negotiating, agreeing to, committing to and effecting, by consent decree, hold separate Order, or otherwise, the sale, divestiture or disposition of any Governmental Entitybusinesses, Parent product lines or assets of the Transferred Entities, Purchaser and the Company shall in good faith cooperatetheir respective Subsidiaries, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (yii) the positions otherwise taking or committing to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or beforetake actions, or agreeing to restrictions, that after the Closing would limit Purchaser’s, the Transferred Entities’ or their respective Subsidiaries’ freedom of action with respect to, or its or their ability to retain, any negotiations withbusinesses, product lines or assets of the Transferred Entities, Purchaser and their respective Subsidiaries. No actions taken pursuant to this Section 6.3(e) shall be considered for purposes of determining whether a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretoBusiness Material Adverse Effect has occurred or may occur. (f) For Whether or not the purposes of this Section 6.03Sale is consummated and, “reasonable best efforts” if the Sale is consummated, whether before, at or after the Closing, Purchaser shall include taking be responsible for all fees and payments (including filing fees and legal, economist and other professional fees) to any and all actions necessary to obtain the Consents of third party or any Governmental Entity (including to obtain any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval pursuant to this Section 6.3, other than the FCC Consents, PSC Consents fees of and Local Consents) required payments to consummate the Merger Seller’s legal and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Mergerprofessional advisors.

Required Actions. (a) Subject to the terms hereof, including Section 6.03(c), Parent Purchaser and the Company Seller shall each use reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Sale on the terms and subject to the conditions set forth in this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Sale, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under the HSR Act or any other Competition Laws) required to be obtained or made by Purchaser or Seller or any of their respective Affiliates in connection with the Sale, and (iii) the execution and delivery of any additional instruments necessary to consummate the Sale and to assist fully carry out the purposes of this Agreement. Additionally, each of Seller and cooperate with the other party in doingPurchaser shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate fulfill all conditions precedent to this Agreement and shall not take any action after the date of this Agreement that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the Closing. (b) Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser and Seller shall each keep the other apprised of the status of matters relating to the completion of the Sale and work cooperatively in connection with obtaining all required consents, clearances, expirations or terminations of waiting periods, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity. Purchaser and Seller shall coordinate with respect to the overall strategy relating to Competition Laws, including with respect to any filings, notifications, submissions and communications with or to any Governmental Entity; provided, however, that Purchaser shall make effective the transactions contemplated hereby final determination as to the appropriate course of action. In that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 5.2, to the extent not prohibited by applicable Law, each party shall promptly as practicableconsult with the other party to this Agreement to provide any necessary information with respect to (and, in the case of correspondence, provide the other party (iior its counsel) as promptly as practicable, obtain from copies of) all filings made by such party with any Governmental Entity or any other third information supplied by such party any Consents required to be obtained to, or made by Parent or the Company or any of their respective Subsidiaries correspondence with, a Governmental Entity in connection with the authorization, execution and delivery of this Agreement and the consummation Sale. Subject to the Confidentiality Agreement and Section 5.2, to the extent not prohibited by applicable Law, each party to this Agreement shall promptly inform the other party to this Agreement, and in the case of written communication, furnish the other party with copies of (or, in the case of oral communications, advise the other party orally of) any communication from any Governmental Entity regarding the Sale, and permit the other party to review and discuss in advance, and consider in good faith the views of the transactions contemplated herebyother party in connection with, any proposed written or (iiito the extent reasonably practicable) defend oral communication or submission with or to any lawsuits such Governmental Entity. If any party to this Agreement or any representative of such party receives a request for additional information or documentary material from any Governmental Entity with respect to the Sale, then such party will make, or cause to be made, promptly and after consultation with the other Actionsparty to this Agreement, whether judicial or administrative, challenging an appropriate response in compliance with such request. Neither party shall participate in any meeting with any Governmental Entity in connection with this Agreement or the consummation of Sale, or with any other Person in connection with any proceeding or Action by such Person relating to the transactions contemplated herebyHSR Act or any other Competition Laws in connection with this Agreement or the Sale, including seeking or make oral submissions at meetings or, to have any stay or temporary restraining order entered by any court the extent reasonably practicable, in telephone or other conversations, unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Subject to the Confidentiality Agreement and Section 5.2, to the extent not prohibited by applicable Law, each party shall furnish the other party with copies of all correspondence, filings, submissions and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, such Person with respect to this Agreement and the Merger required Sale, and furnish the other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity or other such Person. Purchaser and Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under (A) the Securities Act this Agreement as “outside counsel/corporate in-house antitrust counsel only.” Such designated materials and any materials provided by Purchaser to Seller or by Seller to Purchaser pursuant to this Section 5.3, and the Exchange information contained therein, shall be given only to the outside legal counsel and corporate in-house antitrust counsel of the recipient and shall not be disclosed by such outside counsel and corporate in-house antitrust counsel to employees (other than corporate in-house antitrust counsel), officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel; it being understood that materials provided pursuant to this Agreement may be redacted (i) to remove references concerning the valuation of the Business, (ii) as necessary to comply with contractual arrangements and (iii) as necessary to address reasonable privilege concerns. (c) Purchaser and Seller shall file, as promptly as practicable, but in any event no later than fifteen (15) Business Days after the date of this Agreement (unless Purchaser and Seller mutually agree to a later filing date), notifications under the HSR Act, and Purchaser and Seller shall file, as promptly as practicable, any other filings and/or notifications under applicable Federal Competition Laws. In the event that the parties receive a request for additional information or state securities documentary materials after an initial notification pursuant to the HSR Act or any other Competition Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company parties shall use their respective reasonable best efforts to furnish certify compliance with such requests, as applicable, at the earliest practicable and advisable date and produce documents on a rolling basis, and counsel for both parties will closely cooperate during the entirety of any such investigatory or review process. (d) Purchaser and Seller shall use their respective best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Sale under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, or any other United States federal or state or foreign or supranational Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or lessening of competition through merger or acquisition or restraint of trade (collectively, “Competition Laws”). In connection therewith, if any Action is instituted (or threatened to be instituted) challenging the Sale as violative of any Competition Laws, Purchaser and Seller shall jointly (to the extent practicable) use their best efforts to initiate and/or participate in any proceedings, whether judicial or administrative, in order to (i) oppose or defend against any Action by any Governmental Entity to prevent or enjoin the consummation of the Sale and/or (ii) take such action as necessary to overturn any regulatory Action by any Governmental Entity to block consummation of the Sale, including by defending any such Action brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Order that makes illegal or prohibits the consummation of the Sale resulting from any such Action. (e) Notwithstanding any other provision of this Agreement, Purchaser shall take all actions necessary to avoid or eliminate each other all information required and every impediment under any Competition Laws so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date), including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate Order, or otherwise, the sale, divestiture or disposition of any businesses, product lines or assets of the Transferred Entities, Purchaser, and their respective Affiliates, and (ii) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, the Transferred Entities or their respective Affiliates’ freedom of action with respect to, or its or their ability to retain, any businesses, product lines or assets of the Transferred Entities, Purchaser, and their respective Affiliates. In that regard Purchaser shall and, if requested by Purchaser, Seller shall (but, subject to Purchaser’s obligations under this Agreement, including this Section 5.3, if not so requested by Purchaser shall not), agree to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s, Seller’s, or their respective Affiliates’ ability to retain, any of the businesses, product lines or assets of the Transferred Entities, Purchaser, or any of their respective Affiliates. All such efforts by Purchaser shall be unconditional, and no actions taken pursuant to this Section 5.3(e) shall be considered for purposes of determining whether a Business Material Adverse Effect has occurred or may occur. Notwithstanding anything herein to the contrary, neither Purchaser nor Seller shall be obligated to take or agree or commit to take any application action described in clause (i) or (ii) of this Section 5.3(e) (A) that is not conditioned on the Closing or (B) that relates to any business, operations, assets, liabilities, product lines or Subsidiary not to be transferred to Purchaser pursuant to and in accordance with the terms and conditions of this Agreement. (f) Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Entity or other filing to be made pursuant to any applicable Law third party whose consent or approval is sought in connection with the transactions contemplated hereby. . Whether or not the Sale is consummated, Purchaser shall be responsible for all fees and payments (bincluding filing fees and legal, economist and other professional fees) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, third party or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts order to obtain any Consents of any Governmental Entityconsent, and to make any registrationsclearance, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable a waiting period, authorization, Order or approval pursuant to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.035.3, “reasonable best efforts” shall include taking any other than the fees of and all actions necessary payments to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents Seller’s legal and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Mergerprofessional advisors.

Required Actions. (a) Subject to the terms hereofand conditions of this Agreement, including Section 6.03(c), Parent and each of the Company parties shall each use its respective reasonable best efforts to (i) take, or cause to be taken, all actions, and 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 effective, as soon as reasonably possible, the Merger and the other transactions contemplated hereby as promptly as practicableby this Agreement. (b) Without limiting Section 6.03(a), (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement Weyerhaeuser and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, Weyerhaeuser Board and thereafter make any other required submissions, with respect to this Agreement Plum Creek and the Merger required under (A) Plum Creek Board, as the Securities Act and the Exchange Actcase may be, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (ix) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement Agreement, the Merger or any other transaction contemplated by this Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement Agreement, the Merger or any other transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon Without limiting the terms and subject to generality of the terms and conditions of this Agreementforegoing, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate Weyerhaeuser and use their respective reasonable best efforts to Plum Creek shall: (i) obtain any FCC Consentsmake or cause to be made, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, other and as promptly as practicable file after the date of this Agreement, all necessary registrations, declarations, notices, applications and filings relating to the Merger with other Governmental Entities under any foreign antitrust, competition, foreign investment, trade regulation or similar Laws; (ii) use its reasonable best efforts to furnish to the other all assistance, cooperation and information required for any such registration, declaration, notice, application or filing and in order to be filed with achieve the FCC (the “FCC Applications”effects set forth in Section 6.03(c), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, ; (iii) give the other reasonable prior notice of any such registration, declaration, notice, application or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the Merger (including with respect to any of the actions referred to in this Section 6.03(c)), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any such registration, declaration, notice, filing, application or communication; (iv) use its reasonable best efforts to respond as promptly as practicable under the circumstances to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with inquiries received from any Governmental Entity relating or any other authority enforcing applicable antitrust, competition, foreign investment, trade regulation or similar Laws for information or documentation in connection with antitrust, competition, foreign investment, trade regulation or similar matters and not enter into any agreement with such Governmental Entities or other authorities not to these matters, and to consummate any of the extent permitted transactions contemplated by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and except with the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation prior written consent of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entityparty, Parent and the Company which consent shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)); and (v) unless prohibited by applicable Law or by the applicable Governmental Entity, (xA) to the strategy for obtaining extent reasonably practicable, not participate in or attend any Consents from meeting, or engage in any substantive conversation with any Governmental Entity in respect of the Merger (including with respect to any of the FCC Consentsactions referred to in this Section 6.03(c)) without the other, PSC Consents and Local Consents(B) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation, (C) in connection the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party reasonably apprised with respect thereto, (D) cooperate in the Merger filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement and the other transactions contemplated hereby Merger, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Entity and (yE) furnish the positions other party 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 Governmental Entity or members of any Governmental Entity’s staff, on the other hand, with respect to be taken this Agreement and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretoMerger. (fd) For Notwithstanding anything to the purposes contrary contained in this Agreement, the provisions of this Section 6.03, “reasonable best efforts” 6.03 shall include taking not be construed to (i) require Weyerhaeuser or any and all actions necessary to obtain the Consents of Weyerhaeuser Subsidiary or Plum Creek or any Governmental Entity Plum Creek Subsidiary or (including the FCC Consents, PSC Consents and Local Consentsii) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company Plum Creek or the Company Subsidiaries (any Plum Creek Subsidiary without the prior written consent of Parent) Weyerhaeuser, to undertake any efforts or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action if the taking of all such efforts or actions thataction, individually or in the aggregate, would or would reasonably be expected to result (after giving effect to any reasonably likely to have expected proceeds of any divestiture or sale of assets) in a either a Parent Regulatory Material Adverse Effect or Company Effect. “Regulatory Material Adverse Effect (each a “Burdensome Condition”). For Effect” means any fact, circumstance, effect, change, event or development that materially adversely affects the avoidance business, properties, financial condition or results of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation operations of the Merger Surviving Corporation and its Subsidiaries, taken as a whole; provided that for purposes of determining whether any fact, circumstance, effect, change, event or development would or would reasonably be expected to result in a Regulatory Material Adverse Effect, the Surviving Corporation and its Subsidiaries will not collectively be effective for any purpose until after deemed to be a company the Effective Time, size of (and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 net sales and net earnings equal to the obligation comparable financial metrics of Parent those of) Plum Creek and Merger Sub to effect the Mergerits Subsidiaries, taken as a whole.

Required Actions. (a) Subject to the terms and conditions of this Agreement, each of DigitalGlobe and GeoEye shall, and shall cause its Subsidiaries to use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, including Section 6.03(c)the Merger, Parent as promptly as practicable and (ii) to obtain (and to cooperate with the other party to obtain) as promptly as practicable any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by GeoEye or DigitalGlobe or any of their respective Subsidiaries in connection with the Merger and the Company other transactions contemplated by this Agreement, and to comply with the terms and conditions of any such consent, authorization, order or approval. (b) Subject to the terms and conditions of this Agreement, each of DigitalGlobe and GeoEye shall each use all reasonable best efforts to (i) 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 effective, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including using all reasonable efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as promptly as practicableand using all reasonable efforts to defend any litigation seeking to enjoin, (ii) as promptly as practicable, obtain from any Governmental Entity prevent or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and delay the consummation of the transactions contemplated herebyhereby or seeking material damages. (c) In furtherance and not in limitation of the foregoing, (iiii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the consummation of HSR Act with respect to the transactions contemplated herebyhereby at the time directed by DigitalGlobe, including seeking and to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) supply as promptly as practicable, make all necessary filings, practicable any additional information and thereafter make any other required submissions, with respect documentary material that may be requested pursuant to this Agreement and the Merger required under (A) the Securities HSR Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and use its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application take, or other filing cause to be made pursuant taken, all other actions consistent with this Section 6.03 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (including any applicable Law in connection with the transactions contemplated hereby. extensions thereof) as soon as practicable and (bii) In connection with each of GeoEye and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board DigitalGlobe shall each use its reasonable best efforts to (iA) take all action reasonably appropriate necessary to ensure that no state takeover statute or similar statute or regulation Law is or becomes applicable to this Agreement or any transaction of the transactions contemplated by this Agreement hereby and (iiB) if any state takeover statute or similar statute or regulation Law becomes applicable to this Agreement or any transaction of the transactions contemplated by this Agreementhereby, take all action reasonably appropriate reasonable to ensure that enable the Merger and the other transactions contemplated hereby may to be consummated as promptly as practicable on the terms contemplated by this AgreementAgreement and otherwise minimize the effect of such Law on the transactions contemplated hereby. (cd) Upon At the terms time directed by DigitalGlobe, DigitalGlobe and subject GeoEye shall cooperate and join together in filing with the FCC applications for its consent to the terms transfer of control of the GeoEye FCC Authorizations to DigitalGlobe or its designated subsidiary or affiliate (“FCC Applications”). DigitalGlobe and conditions GeoEye shall use their reasonable best efforts to diligently take, or cause to be taken, all other actions consistent with this Section 6.03 to obtain promptly the requested written consent and approval of this Agreementthe FCC Applications by the FCC (“FCC Consent”). (e) At the time directed by DigitalGlobe, Parent DigitalGlobe and the Company agree, and GeoEye shall cause each of their respective Subsidiaries, to cooperate and join together in filing with NOAA or the Department of Commerce, as applicable, an amendment to all DigitalGlobe DoC Authorizations describing the transaction undertaken in this Agreement (together, the “DoC Application”). DigitalGlobe and GeoEye shall use their respective reasonable best efforts to diligently take, or cause to be taken, all other actions consistent with this Section 6.03 to obtain promptly the requested written consent and approval of the DoC Application by NOAA or the Department of Commerce (“DoC Consent”). (f) Each of the parties hereto shall use its reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) cooperate in consultation and cooperation all respects with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing with or submission with to a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations communications with, a Governmental Entity (including the Department of Defense and the Office of the Director of National Intelligence) relating to the Merger transactions contemplated hereby, including any governmental inquiry, investigation or proceeding initiated by a private party, and (ii) keep the other transactions contemplated hereby party informed in all material respects and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents on a reasonably timely basis of any communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, the Federal Communications Commission, the Department of Commerce or any other Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger Department of Defense and the other Office of the Director of National Intelligence) and of any communication received or given by a private party in connection with any governmental inquiry, investigation or proceeding, in each case regarding any of the transactions contemplated hereby prior hereby. Subject to applicable Laws relating to the End Dateexchange of information, DigitalGlobe shall have the right to direct all matters with any Governmental Entity consistent with its obligations hereunder; provided that nothing each of the parties hereto shall have the right to review in advance, and to the extent practicable each party will consult the other on and will take into account the reasonable inputs, comments and recommendations of the other party on, all the information relating to the other parties and their respective Subsidiaries, as the case may be, that appears in any filing made with, written materials submitted to, or oral presentations made to, any third party or any Governmental Entity in connection with any governmental inquiry, investigation or proceeding with respect to the transactions contemplated hereby. Subject to applicable Laws relating to the exchange of information, each party shall have the right to attend (to the extent permitted by the relevant Governmental Authority), and each party shall promptly and fully inform the other party about material conferences and meetings with regulators concerning the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Agreement Agreement, DigitalGlobe shall permit have the Company principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust, competition, communications or satellite-related clearances and other approvals of Governmental Authorities, and shall take the Company Subsidiaries lead in all meetings and communications with any Governmental Entity in connection therewith. Notwithstanding the cooperation of the parties required by this Section 6.03(f), in the event the parties do not agree with respect to any matter in connection with the required clearances and approvals from Governmental Authorities, DigitalGlobe’s decision will control, provided that such decision does not interfere with GeoEye’s ability to control its operations prior to Closing, and otherwise is consistent with GeoEye’s obligations under the Law, including but not limited to the Communications Act. DigitalGlobe and GeoEye may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03(f) as “Antitrust Counsel Only Material.” Such Antitrust Counsel Only Material and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (without GeoEye or DigitalGlobe, as the prior written consent of Parentcase may be) or require Parent its legal counsel. Notwithstanding anything to the contrary in this Section 6.03(f), materials provided to the other party or its outside counsel may be redacted to remove references concerning the Parent valuation, pricing and other competitively sensitive terms from an antitrust perspective in the Contracts of GeoEye, DigitalGlobe and their respective Subsidiaries. (g) Notwithstanding Sections 6.03(a), 6.03(b), 6.03(c), 6.03(d), 6.03(e) and 6.03(f) or any other provision of this Agreement to the contrary, in no event shall DigitalGlobe or its Subsidiaries or Affiliates be required to take or refrain from taking, or agree to (i) divest, hold separate or otherwise dispose of any material portion of its or GeoEye's respective businesses, assets or Contracts or allow a third party to utilize a material amount of the capacity on its or GeoEye's satellites or (ii) take or refrain from taking, any other action or actions that, individually or in the aggregate, would reasonably be reasonably likely expected to have a either material adverse impact on the business, assets, Contracts or properties of DigitalGlobe and GeoEye, taken as a Parent Material Adverse Effect whole. As long as the following actions of GeoEye are conditioned on Closing, DigitalGlobe may, if it so chooses, cause GeoEye to (i) divest, license, hold separate or Company Material Adverse Effect otherwise dispose of, or allow a third party to utilize, any portion of its respective businesses, assets or Contracts or (each a “Burdensome Condition”). For ii) take any other action that would have an impact on the avoidance business, assets, Contracts or properties of doubtGeoEye or its Subsidiaries. (h) Both DigitalGlobe and GeoEye shall, notwithstanding any request or consent of Parent as promptly as practicable, and at least 60 days prior to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or cause to be filed with the consent United States Department of Parent shall not affect any representation or warranty State’s Directorate of Defense Trade Controls the notices required under Section 122.4(b) of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the MergerInternational Traffic in Arms Regulations, as amended.

Required Actions. (a) Subject to the terms hereofand conditions of this Agreement, including Section 6.03(c), Parent and each of the Company parties shall each use its respective reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary, proper or advisable to consummate and make effective effective, as soon as reasonably possible, the Merger and the other transactions contemplated hereby as promptly as practicableby this Agreement, (ii) as promptly as practicable, obtain from any including obtaining all necessary Governmental Entity or any other and third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorizationconsents, execution approvals and delivery of this Agreement authorizations. (b) Without limiting Section 6.03(a), Potlatch and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, Potlatch Board and thereafter make any other required submissions, with respect to this Agreement Deltic and the Merger required under (A) Deltic Board, as the Securities Act and the Exchange Actcase may be, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement Agreement, the Merger or any other transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement Agreement, the Merger or any other transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon Should Potlatch or any Potlatch Subsidiary own shares of Deltic Common Stock entitled to vote at the terms and subject to the terms and conditions of this AgreementDeltic Stockholders Meeting, Parent and the Company agreePotlatch shall, and shall cause its Subsidiaries to, vote all such shares of Deltic Common Stock in favor of the proposal to adopt this Agreement. (d) Without limiting the generality of the foregoing, each of their respective Subsidiaries, to cooperate Potlatch and use their respective reasonable best efforts to Deltic shall: (i) obtain any FCC Consentsmake or cause to be made, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, other (A) as promptly as practicable file all applications required to be filed with after the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions date of this Agreement, Parent and the Company agreein any event within 20 days of this Agreement, an appropriate filing of a Notification and shall cause each of their respective Subsidiaries, Report Form pursuant to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted Act with respect to the transactions contemplated hereby raised by this Agreement and (B) as promptly as practical after the date of this Agreement, all necessary registrations, declarations, notices, applications and filings relating to the Merger with applicable Governmental Entities under any applicable antitrust, competition, foreign investment, trade regulation or similar Laws; (ii) use its reasonable best efforts to furnish to the other all assistance, cooperation and information required for any such registration, declaration, notice, application or filing and in order to achieve the effects set forth in Section 6.03(d); (iii) give the other reasonable prior notice of any such registration, declaration, notice, application or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the Merger (including with respect to any of the actions referred to in this Section 6.03(d)), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any such registration, declaration, notice, filing, application or communication; (iv) use its reasonable best efforts to respond (including by providing any requested information or documentation reasonably available) as promptly as practicable under the circumstances to any inquiries received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, foreign investment, trade regulation or similar Laws for information or documentation in connection with antitrust, competition, foreign investment, trade regulation or similar matters and not enter into any agreement with such Governmental Entities or other authorities not to consummate any of the transactions contemplated by this Agreement, but subject to Section 6.03(e); (v) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any substantive conversation with any Governmental Entity in respect of the Merger (including with respect to any of the actions referred to in this Section 6.03(d)) without the other, (B) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party reasonably apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement and the Merger, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Entity and to contest (E) furnish the other parties with copies of all correspondence, filings and resist any actioncommunications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives, including any legislative, administrative or judicial actionon the one hand, and any Governmental Entity or members of any Governmental Entity’s staff, on the other hand, with respect to prevent this Agreement and the Merger; and (vi) use its reasonable best efforts to avoid the entry of any court order of, and to have vacated, lifted, reversed or overturned overturned, any Judgment (decree, judgment, injunction or other order, whether temporary, preliminary or permanent) , that restrictswould prevent, prevents restrain or prohibits delay the consummation of the Merger or any other transactions contemplated hereby under any Antitrust LawClosing. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating Notwithstanding anything to the Merger and contrary contained in this Agreement, the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes provisions of this Section 6.03, “reasonable best efforts” 6.03 and Section 6.09 shall include taking not be construed to (i) require Potlatch or any and all actions necessary to obtain the Consents of Potlatch Subsidiary or Deltic or any Governmental Entity Deltic Subsidiary or (including the FCC Consents, PSC Consents and Local Consentsii) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company Deltic or the Company Subsidiaries (any Deltic Subsidiary without the prior written consent of Parent) Potlatch, to undertake any efforts or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action if the taking of all such efforts or actions thataction, individually or in the aggregate, would or would reasonably be expected to result (after giving effect to any reasonably likely to have expected proceeds of any divestiture or sale of assets) in a either a Parent Regulatory Material Adverse Effect or Company Effect. “Regulatory Material Adverse Effect (each Effect” means any fact, circumstance, effect, change, event or development that has a “Burdensome Condition”). For material adverse effect on the avoidance business, properties, financial condition or results of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation operations of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the MergerCombined Company.

Required Actions. (a) Subject to the terms hereofand conditions set forth in this Agreement, including Section 6.03(c), Parent and each of the Company shall each Parties agrees to use reasonable best efforts to (i) take, or cause to be taken, all actionsactions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from third parties, including as required under any Material Contract or Material Lease and (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and take all reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, including making the Regulatory Filings and obtaining the HSR Antitrust Clearance and the CFIUS Approval. (b) In connection with, and without limiting, the efforts referenced in Section 6.04(a), Parent or Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and the Company Subsidiaries, if applicable), on the other hand, shall (i) prepare and file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable after the date of this Agreement (and in any event within 30 days following the date of this Agreement), (ii) jointly prepare and pre-file with CFIUS a draft joint voluntary notice pursuant to the DPA relating to this Agreement and the transactions contemplated hereby as soon as reasonably practicable after the date of this Agreement, and then as soon as reasonably practicable after CFIUS notification that the draft joint voluntary notice meets all requirements of 31 C.F.R. § 800.402 of the regulations, jointly file with CFIUS a joint voluntary notice pursuant to the DPA with respect to the transactions contemplated by this Agreement, and (iii) promptly determine whether any other filings are required to be made with, and whether any other consents, approvals, permits or authorizations are required to be obtained from, any Governmental Entity under any other applicable Law in connection with the transactions contemplated hereby, and if so, to prepare and file any such filings and to seek any such other consents, approvals, permits or authorizations (the filings described in the foregoing clauses (i) through (iii) collectively, “Regulatory Filings”). (c) In connection with, and without limiting, the efforts referenced in Section 6.04(a) or the obligations of the Parties under Section 6.04(b), each of Parent and the Company shall, to the extent permitted by applicable Law and not prohibited by the applicable Governmental Entity, (i) cooperate and coordinate with the other Parties in the making of Regulatory Filings (including, to the extent permitted by applicable Law, providing copies, or portions thereof, of all such documents to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation, request or other inquiry of any Governmental Entity under any applicable Law with respect to any Regulatory Filing, (ii) supply the other Parties with any information and reasonable assistance that may be required or reasonably requested in connection with the making of any Regulatory Filing within a reasonable period, (iii) supply, within an allowed reasonable period, any additional or supplemental information or assistance that may be required or requested by the FTC, the DOJ, CFIUS and any other applicable Governmental Entity to which any such filing is made under any other applicable Law, and (iv) subject to Section 6.04(f), use 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 Parties in doing, all things necessary, proper or advisable to consummate obtain the HSR Antitrust Clearance and make effective the transactions contemplated hereby CFIUS Approval, in each case as promptly soon as practicable, and to avoid any impediment to the consummation of the Merger under any applicable Law, including using reasonable best efforts to take all such action as may be necessary to resolve such objections, if any, as the FTC, the DOJ, CFIUS or any other Governmental Entity or Person may assert with respect to the Merger or the other transactions contemplated by this Agreement. (iid) as Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and the Company Subsidiaries, if applicable), on the other hand, shall, to the extent practicable and unless prohibited by applicable Law or by the applicable Governmental Entity, promptly as practicable, obtain inform the other Parties of any material communication from any Governmental Entity or regarding any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyby this Agreement in connection with any Regulatory Filings or investigations with, (iii) defend by or before any lawsuits or other Actions, whether judicial or administrative, challenging Governmental Entity relating to this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay Actions initiated by a private party. If any Party or temporary restraining order entered by any court Subsidiary or other Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Acta Regulatory Filing, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all then such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company Party shall use their respective its reasonable best efforts to furnish to each other all information required for any application make, or other filing cause to be made pursuant to any applicable Law made, as soon as reasonably practicable, an appropriate response in connection compliance with the transactions contemplated hereby. (b) such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Entity, the Parties will (i) give each other reasonable advance notice of all meetings with any Governmental Entity relating to the Merger or any other transactions contemplated hereby, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep the other Parties apprised with respect to any material communications with any Governmental Entity regarding the Merger or any other transactions contemplated hereby, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Merger or any other transactions contemplated hereby, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Entity, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all material written communications (including applications, analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Entity regarding the Merger or any other transactions contemplated hereby, and (vi) provide each other (or counsel of each Party, as appropriate) with copies of all material written communications to or from any Governmental Entity relating to the Merger or any other transactions contemplated hereby. Any such disclosures, rights to participate or provisions of information by one Party to the other may be made on a counsel-only basis if allowed or required under applicable Law. (e) In connection with, and without limiting, the efforts referenced in Section 6.03(a6.04(a) or the obligations of the Parties under Section 6.04(b), the Company except as otherwise provided in this Agreement (including Section 6.04(f)), each of Parent, Merger Sub and the Company Board shall offer to take (and Parent and the Parent Board shall if such offer is accepted, to take or commit to take) all steps: (i) take necessary to obtain all action reasonably appropriate consents, approvals or nonactions required to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that be obtained in connection with the consummation of the Merger and the other transactions contemplated hereby by this Agreement; and (ii) necessary to avoid or eliminate impediments under any Law that may be consummated asserted by the FTC, the DOJ, CFIUS or any other Governmental Entity or other Person with respect to the Merger and any other transaction contemplated by this Agreement, in each case so as to enable the Closing to occur as promptly as practicable on following the terms date of this Agreement and, in any event, prior to the Outside Date, and, if necessary, will participate in any Action in order to defend against any action by any Governmental Entity or private party to prevent or enjoin the consummation of the transactions contemplated by this Agreement. (cf) Upon the terms and subject Notwithstanding anything to the terms and conditions of contrary in this Agreement, Parent none of the Company, Parent, Merger Sub or any of their respective Subsidiaries shall be required to (and the Company agreemay not, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from takingbecome subject to, consent to, or offer or agree to to, or otherwise take or refrain from takingany action with respect to, any action requirement, condition, limitation, understanding, agreement or actions thatorder to (i) sell, individually license, assign, transfer, divest, hold separate or in the aggregateotherwise dispose of any assets, would be reasonably likely to have a either a Parent Material Adverse Effect business or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance portion of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation business of the Company, the Surviving Corporation, Parent, Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement Sub or any condition under Section 7.01 of their respective Subsidiaries or Section 7.03 to the obligation of Parent and Merger Sub to effect the Merger.Affiliates,

Required Actions. (a) Subject to the terms hereof, including Section 6.03(c), Purchaser and Parent and the Company shall each use reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under any applicable Antitrust Laws to consummate and make effective in an expeditious manner the transactions contemplated hereby as promptly as practicableTransactions, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions, (ii) as promptly as practicableusing reasonable best efforts to obtain (and cooperating with each other in obtaining) any consent, obtain from clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity or (which actions shall include furnishing all information reasonably required under any other third party any Consents Antitrust Laws) required to be obtained or made by Purchaser or Parent or the Company or any of their respective Subsidiaries in connection with the authorizationTransactions, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking using reasonable best efforts to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, execute and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser and Parent shall each keep the other apprised of the status of matters relating to the completion of the Transactions and work cooperatively in connection with obtaining all required consents, clearances, expirations or terminations of waiting periods, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity. In that regard, prior to the Closing, subject to the Confidentiality Agreement and without limiting Section 6.03(a)6.2, to the Company extent not prohibited by applicable Law, each of Parent and Purchaser shall promptly consult with the other party to provide any necessary information with respect to (and, in the case of correspondence, provide the other party (or their counsel) copies of) all filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Company Board Transactions. Subject to the Confidentiality Agreement and Parent Section 6.2, to the extent not prohibited by applicable Law, each party to this Agreement shall promptly inform the other party to this Agreement, and if in writing, furnish the Parent Board shall other party with copies of (ior, in the case of oral communications, advise the other party of) take all action reasonably appropriate any communication from any Governmental Entity or other such Person regarding the Transactions, and permit the other party to ensure that no state takeover statute review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed written or similar statute oral communication or regulation is submission with or becomes applicable to any such Governmental Entity or other such Person. If any party to this Agreement or any transaction contemplated by Representative of such party receives a request for additional information or documentary material from any Governmental Entity with respect to the Transactions, then such party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other party to this Agreement, an appropriate response to such request. Purchaser, on one hand, and Parent, on the other hand, shall not participate in any meeting with any Governmental Entity in connection with this Agreement or the Sale, or with any other Person in connection with any Action by a private party relating to any Antitrust Laws in connection with this Agreement or the Sale, or make oral submissions at meetings or in telephone or other conversations, unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Purchaser and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under this Agreement as “outside counsel/in-house counsel only.” Such designated materials and any materials provided by Purchaser to Parent or by Parent to Purchaser pursuant to this Section 6.3, and the information contained therein, shall be given only to the outside legal counsel and in-house counsel of the recipient and shall not be disclosed by such outside counsel and in-house counsel to employees (other than in-house counsel), officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Parent, as the case may be) or its legal counsel; it being understood that materials provided pursuant to this Agreement may be redacted (i) to remove references concerning the valuation of the Business, (ii) if any state takeover statute or similar statute or regulation becomes applicable as necessary to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate comply with contractual arrangements and (iii) as necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreementaddress reasonable privilege concerns. (c) Upon Purchaser and Parent shall file or cause to be filed, as promptly as practicable, but in any event no later than ten (10) Business Days after the terms and subject to the terms and conditions date of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing notifications under the HSR Act, and Purchaser and Parent shall file or cause to be filed, as promptly as practicable after the date of this Agreement, any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “filings and/or notifications under applicable Antitrust Laws”), . Neither Purchaser nor Parent shall agree with or commit to respond to any requests of any Governmental Entity for information under any Antitrust Lawnot to consummate or to delay the consummation of the Transactions without the written consent of the other party, to secure the expiration which consent shall not be unreasonably refused, conditioned or termination of any applicable waiting period, delayed. (d) Purchaser shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any objections asserted Governmental Entity with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby Transactions under any Antitrust LawLaws. If any Action is instituted challenging the Transactions as violative of any Antitrust Laws, Purchaser and Parent shall use their reasonable best efforts to oppose or defend against such Action. (e) Subject Notwithstanding anything to applicable Law the contrary contained in this Agreement, nothing in this Section 6.3 or otherwise in this Agreement shall require Purchaser or its Subsidiaries or Affiliates to (and Parent, the Sellers and the instructions Transferred Companies shall not, and shall cause their Subsidiaries and Affiliates not to, without Purchaser’s prior written consent) (i) offer, propose, negotiate, agree to, commit to or effect, by consent decree, hold separate Order, or otherwise, the sale, divestiture or disposition of any Governmental Entitybusinesses, Parent and product lines or assets of the Company shall in good faith cooperateTransferred Entities, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheldPurchaser, conditioned or delayed))their respective Subsidiaries or Affiliates, (xii) otherwise take or commit to take any actions that after the strategy for obtaining any Consents from any Governmental Entity (including Closing would limit Purchaser’s, the FCC Consents, PSC Consents and Local Consents) in connection Transferred Entities’ or their respective Subsidiaries’ or Affiliates’ freedom of action with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or beforerespect to, or its or their ability to retain, any negotiations withbusinesses, a Governmental Entity relating product lines or assets of the Transferred Entities, Purchaser, or their respective Subsidiaries or Affiliates or (iii) offer, propose, negotiate, agree to, commit to or effect any other remedy, condition, commitment or undertaking of any kind. Purchaser shall be responsible for all filing fees applicable to the Merger Transactions under the HSR Act and the other transactions contemplated hereby and of all other regulatory matters incidental theretoAntitrust Laws. (f) For Purchaser covenants and agrees that, from the purposes date of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain Agreement through the Consents earlier of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company Closing Date or the Company termination of this Agreement, Purchaser shall not, and shall cause its Subsidiaries (without the prior written consent of Parent) not to, directly or require Parent or the Parent Subsidiaries to take or refrain from takingindirectly, acquire or agree to take acquire, by merger, consolidation, stock or refrain from takingasset purchase or otherwise, any action business or actions thatPerson or other business organization or division thereof, individually or, merge or consolidate with any other Person, if such transaction could reasonably be expected to prevent or cause a material delay in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect satisfaction of the conditions contained in Article IX or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the MergerTransactions.

Required Actions. (a) Subject Upon the terms and subject to the terms hereof, including Section 6.03(c), Parent conditions set forth in this Agreement and the Company shall Transaction Documents, each of the parties hereto agrees to use its commercially reasonable best efforts to (i) 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 parties in doing, all things necessary, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the Acquisition and the other transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated herebyTransaction Documents. (b) In connection with and without limiting Section 6.03(a5.06(a), promptly following the Company execution and delivery by the parties of this Agreement, the parties shall (i) make all necessary registrations, declarations and filings with Governmental Entities that are required (including the filing of a Notification and Report Form under the HSR Act as soon as practicable but in any event not later than 10 Business Days following the date hereof) in connection with the consummation of the Acquisition and the Company Board other transactions contemplated by this Agreement and the Transaction Documents and (ii) take all other actions required to be taken in order to obtain all Consents and nonactions required to be obtained from Governmental Entities or private parties in connection with the consummation of the Acquisition and the other transactions contemplated by this Agreement and the Transaction Documents and in order to eliminate each other impediment that may be asserted or obtained by such Governmental Entities or private parties, in each case with respect to the Acquisition and the other transactions contemplated by this Agreement and the Transaction Documents, in each case so as to enable the Closing to occur as soon as reasonably possible. Notwithstanding anything to the contrary in this Section 5.06, neither Jupiter Parent nor any of its affiliates shall be required to offer or agree to (A) dispose of, hold separate or limit its operation of any portion of the Business or of its other businesses, assets or properties, (B) limit its ability to acquire or hold, or exercise full rights of ownership of, the Acquired Assets or any of its other businesses, assets or properties or (C) limit its ability to effectively control the Business or any of its other businesses, assets or properties; provided that nothing in this Section 5.06(b) shall limit the obligations of Jupiter Parent or any of its affiliates following the Closing under clause 8.2 of the Shareholders’ Agreement. (c) Lucky Parent and the Parent Board each Seller shall (i) take all action reasonably appropriate necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement Agreement, any of the Transaction Documents or any transaction of the transactions contemplated by this Agreement or the Transaction Documents and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement Agreement, any of the Transaction Documents or any transaction of the transactions contemplated by this AgreementAgreement or the Transaction Documents, take all action reasonably appropriate necessary to ensure that the Merger transactions contemplated by this Agreement and the other transactions contemplated hereby Transaction Documents may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Transaction Documents and otherwise to minimize the effect of such statute or regulation on this Agreement, any of the Transaction Documents and the transactions contemplated hereby and thereby. (cd) Upon the terms In connection with and subject without limiting Section 5.06(a), prior to the terms Closing and, to the extent Jupiter Parent and conditions the Company waive Section 6.02(c), for a period of 12 months thereafter, each party shall, and shall cause its affiliates to, use its commercially reasonable efforts (at its own expense) to obtain, and to cooperate in obtaining, all consents from third parties and Governmental Entities necessary or appropriate to permit the transfer of the Acquired Assets to, and the assumption of the Assumed Liabilities by, the Company; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any person from whom any such consent may be required (other than filing or application fees). (e) Promptly, but in any event not more than two Business Days following the execution and delivery by the parties of this Agreement, (i) the Company, Elan Pharma International Limited and Lucky Collaboration Subsidiary shall provide to Wyeth the written notice contemplated by Section 13.7.1 of the Collaboration Agreement, in the forms attached hereto as Exhibits H-1 and H-2, as applicable, and (ii) the Company and Lucky Collaboration Subsidiary shall provide to Wyeth the written confirmation contemplated by Section 13.7.3 of the Collaboration Agreement, in the forms attached hereto as Exhibits I-1 and I-2, as applicable. (f) Notwithstanding anything in this Agreement to the contrary, nothing in this Section 5.06 shall require Jupiter Parent or the Company to (i) consent to any action or omission by Lucky Parent or any Seller that would be inconsistent with Section 5.01 absent such consent or (ii) agree to amend or waive any provision of this Agreement or any Transaction Document. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 5.06 shall require Lucky Parent or any Seller to (i) consent to any action or omission by Jupiter Parent or the Company that would be inconsistent with Section 5.02 absent such consent or (ii) agree to amend or waive any provision of this Agreement or any Transaction Document. (g) To the extent permitted by Applicable Law and the Company agreeCollaboration Agreement, and shall cause each of their respective Subsidiaries, to cooperate and the parties hereto shall use their respective its commercially reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) cooperate in consultation and cooperation all respects with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any required action under Section 5.06(b), including any filing or submission with a any Governmental Entity in connection with the Merger and Acquisition or any of the other transactions contemplated hereby by this Agreement and the Transaction Documents (including, to the extent permitted by Applicable Law, providing copies of all such documents to the other parties prior to making such filing or submission and considering all reasonable comments of the other parties suggested in connection therewith) and in connection with any suit, action, proceeding, investigation or other inquiry or Action by or before, or before any negotiations with, a Governmental Entity or private party relating to the Merger and Acquisition or any of the other transactions contemplated hereby by this Agreement and the Transaction Documents, and (ii) keep the other parties informed in all material respects and on a reasonably timely basis of all other regulatory matters incidental thereto. any material communication (fincluding meetings, telephonic conferences, presentations and written correspondence) For the purposes of this Section 6.03received by such party from, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of or given by such party to, any Governmental Entity (including or private party relating to the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and Acquisition or any of the other transactions contemplated hereby prior by this Agreement and the Transaction Documents. Lucky Parent and the Sellers agree not to participate in any scheduled meeting or substantive discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless they consult with Jupiter Parent and the Company in advance and, to the End Date; provided that nothing in this Agreement shall permit extent not prohibited by such Governmental Entity, gives Jupiter Parent and the Company the opportunity to attend and participate. Each of the parties hereto agrees not to extend or restart any waiting period under the Company Subsidiaries (without HSR Act or any other Antitrust Laws or enter into any agreement with a Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of Parentthe other party, which consent shall not be unreasonably withheld or delayed. (h) or require Parent or Prior to the Parent Subsidiaries Closing, each of the parties hereto agrees to take or refrain from takingnegotiate in good faith with the other parties hereto in order to enter into, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either subsidiary enter into, a Parent Material Adverse Effect or Company Material Adverse Effect lease agreement, containing fair market terms and conditions, relating to the facilities set forth on Schedule 5.06(h) of the Seller Disclosure Letter (each a such facilities, the “Burdensome ConditionLeased Facilities”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Merger.

Required Actions. (a) Subject to the terms hereof, including Section 6.03(c), Parent and the Company shall each use reasonable best efforts to (i) takeThe Company shall have obtained the approval in writing of holders of shares of each series of the Existing Preferred Stock at least equal in number to the minimum number set forth for each such series in Section 3.4(a) of the Disclosure Schedule to amend and restate in its entirety the Certificate of Incorporation of the Company, or cause to be taken, reclassify into New Series C Preferred Stock the Existing Preferred Stock and otherwise to approve the Recapitali- zation and all actions, and 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 the transactions contemplated hereby thereby, all to the extent required by applicable law, and such Certificate of Incorporation shall have been amended and restated substantially in the form attached hereto as promptly as practicableExhibit 5.2(b & c), such shares shall have been so reclassified and such Recapitalization shall have been approved. (ii) as promptly as practicableThe Company shall have obtained the approval in writing of holders of shares of the Existing Common Stock at least equal in number to the minimum number set forth in Section 3.4(b) of the Disclosure Schedule to amend and restate in its entirety the Certificate of Incorporation of the Company, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or reclassify into New Series C Preferred Stock the Company or any of their respective Subsidiaries in connection with Existing Common Stock and otherwise to approve the authorization, execution Recapitalization and delivery of this Agreement and the consummation of all the transactions contemplated herebythereby, all to the extent required by applicable law, and such Certificate of Incorporation shall have been amended and restated substantially in the form attached hereto as Exhibit 5.2(b & c), such shares and securities shall have been so reclassified and such Recapitalization shall have been approved. (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation All of the transactions contemplated hereby, including seeking to Existing Derivative Securities shall have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, been adjusted substantially in the manner set forth in Exhibit 5.2(d). (iv) as promptly as practicable, make all necessary filingsThe Company shall have obtained the Senior Notes Approval, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions all documents contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent , including the New Senior Note Indenture and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law security documents in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation respect of the transactions contemplated herebySatellite Insurance, (ii) shall have been executed and delivered in consultation full force and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Localityeffect. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Merger.

Required Actions. (a) Subject As promptly as reasonably advisable following the date of this Agreement: (i) the Parties shall file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) Notification and Report Forms relating to the terms hereoftransactions contemplated herein required by the HSR Act. Without limitation of Section 7.2(b) below, each Party shall, as promptly as reasonably practicable, (A) supply the other Parties with any information which may be required in order to effectuate such filings and (B) supply any additional information which reasonably may be required by the FTC or the DOJ; and (ii) the Parties shall file a request for an advance ruling certificate under section 102 of the Competition Act (an “Advance Ruling Certificate”) or, in the alternative, confirmation that the Commissioner of Competition appointed under the Competition Act (including Section 6.03(c)any person designated by the Commissioner on his behalf) (the “Commissioner”) does not, Parent at that time, intend to make an application under section 92 of the Competition Act (a “No Action Letter”) along with a waiver of the notification obligation under section 113(c) of the Competition Act. If mutually agreed between the Parties, each Party will prepare and submit, within ten (10) Business Days of such agreement, the Company notification and information required under subsection 114(1) of the Competition Act. The Parties shall each use reasonable best efforts to obtain the Competition Act Approval in respect of the Business Combination and will supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested by the Commissioner to obtain the Competition Act Approval, as soon as reasonably practicable and they will respond to any requests for additional information made by the Commissioner in order to cause the waiting periods under the Competition Act to terminate, expire or be waived, at the earliest possible date. Without limiting the foregoing, each Party shall, as promptly as reasonably practicable, (iA) takesupply the other Parties with any information which may be required in order to effectuate such filings and (B) supply any additional information which reasonably may be required by the Commissioner. (b) The Parties shall use reasonable best efforts to prepare and file, or cause to be takenprepared and filed, as promptly as reasonably practicable after the date of this Agreement but in no event more than sixty (60) Business Days or by such other time as is mutually agreed to by Corix and IIF Subway, (i) all actionsfilings, submissions and do, registrations required or cause advisable to be donemade to CFIUS, and to assist all applicable Governmental Entities, (ii) in the case of the SWWC Parties, a notification under section 12 of the ICA and (iii) all other applications, notices, registrations, filings, reports and other documents required to be filed with any Governmental Entity with respect to the Business Combination and the other transactions contemplated by this Agreement, including all Corix Regulatory Approvals and all SWWC Regulatory Approvals except for any filings in connection with the HSR Act and the Competition Act which shall be prepared and filed in accordance with Section 7.2(a). Each Party shall, as promptly as reasonably practicable, (A) supply the other Parties with any information which reasonably may be required in order to effectuate such filings, except, with respect to the CFIUS process, any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.502(c)(6)(vi), information otherwise requested by CFIUS to remain confidential or information reasonably determined by the Parties to be business confidential information, (B) supply any additional information which reasonably may be required by a Governmental Entity of any jurisdiction and which the Parties may reasonably deem appropriate and (C) subject to applicable Law and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by a Party or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Other than with respect to the Excluded Business Carveout (solely to the extent any such meeting or substantive conversation is reasonably anticipated to be wholly unrelated to the SWWC Parties, the Corix Water Business and the Business Combination), no Party shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect to any such filings, investigation or other inquiry without using reasonable best efforts to give (to the extent feasible and appropriate) the other Parties prior notice of the meeting or conversation and, unless prohibited by such Governmental Entity, a reasonable opportunity to attend or participate. Subject to applicable Law and the instructions of any Governmental Entity, the Parties will consult and cooperate with one another and permit the other Party or its counsel to review in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication by such Party to any Governmental Entity in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to the HSR Act, the Competition Act, other antitrust Laws, Investment Canada, DPA or any applicable state Laws in connection with the Business Combination and the other transactions contemplated by this Agreement (other than with respect to the Excluded Business Carveout (solely to the extent any such written or oral communication is wholly unrelated to the SWWC Parties, the Corix Water Business and the Business Combination)). (c) The Corix Parties and the SWWC Parties each shall, and shall cause their Subsidiaries to, (i) use reasonable best efforts to obtain, and to maintain in full force and effect once obtained, any approval, consent, ratification, permission, waiver or authorization required to be obtained from any Governmental Entity with respect to the Business Combination and the other transactions contemplated by this Agreement, including all Corix Regulatory Approvals and all SWWC Regulatory Approvals, prior to the Closing, and (ii) reasonably cooperate with the other party in doingconnection therewith. Notwithstanding anything contained in this Agreement (including the immediately preceding sentence and the obligations set forth in Sections 7.2(a) and 7.2(b)), (i) none of the Corix Parties nor any of their respective Affiliates shall be required to, all things necessaryand none of Corix nor any of the Contributed Corix Entities shall be permitted to without IIF Subway’s prior written approval, proper in connection with obtaining any Corix Regulatory Approvals, agree or advisable consent to consummate and make effective or accept any terms, conditions, liabilities, obligations, commitments, sanctions or undertakings (including settlements, stipulations, operational restrictions, hold separate orders, divestitures or otherwise) as a condition to obtaining the transactions contemplated hereby as promptly as practicableCorix Regulatory Approvals that would, individually or in the aggregate, have or reasonably be expected to have a Corix Burdensome Effect and (ii) neither the SWWC Parties nor any of their respective Subsidiaries shall be required to, and neither the SWWC Parties nor any of their respective Subsidiaries shall be permitted to without Corix’s prior written approval, in connection with obtaining any SWWC Regulatory Approvals, agree or consent to or accept any terms, conditions, liabilities, obligations, commitments, sanctions or undertakings (including settlements, stipulations, operational restrictions, hold separate orders, divestitures or otherwise) as promptly as practicablea condition to obtaining the SWWC Regulatory Approvals that would, obtain from any Governmental Entity individually or in the aggregate, have or reasonably be expected to have an SWWC Burdensome Effect. Nothing contained in this Agreement (including the obligations set forth in the first sentence of this Section 7.2(c) and Sections 7.2(a) and 7.2(b)) shall require (x) the Corix Parties or any other third party of their respective Affiliates to agree or consent to or accept any Consents required terms, conditions, liabilities, obligations, commitments, sanctions or undertakings (including settlements, stipulations, operational restrictions, hold separate orders, divestitures or otherwise) in connection with obtaining the Corix Regulatory Approvals to be obtained take any action or made by Parent agree to any commitment that is not conditioned on the Closing or (y) the Company SWWC Parties or any of their respective Subsidiaries to agree or consent to or accept any terms, conditions, liabilities, obligations, commitments, sanctions or undertakings (including settlements, stipulations, operational restrictions, hold separate orders, divestitures or otherwise) in connection with obtaining the authorization, execution and delivery of this Agreement SWWC Regulatory Approvals to take any action or agree to any commitment that is not conditioned on the Closing. (d) The Corix Parties and the consummation SWWC Parties shall each (i) give the other prompt notice of the commencement or threat of commencement of any legal proceeding by or before any Governmental Entity with respect to the Business Combination or any of the other transactions contemplated herebyby this Agreement, (ii) keep the other informed as to the status of any such legal proceeding or threat, and (iii) cooperate in all material respects with each other with respect to any such action or proceeding. Notwithstanding anything to the contrary contained in this Agreement (including the obligations set forth under this Section 7.2), the Parties acknowledge and agree that absent its prior written consent, neither the Corix Parties nor the SWWC Parties shall have any obligation to initiate or defend any lawsuits such action or other Actionsproceeding, whether judicial or administrative, challenging this Agreement the Business Combination or the consummation any of the other transactions contemplated herebyby this Agreement, including seeking any obligation to seek to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. (e) The Corix Parties and the SWWC Parties each shall, and shall cause their Subsidiaries to, (ivi) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish obtain, and to each other all information maintain in full force and effect once obtained, any approval, consent, ratification, permission, waiver or authorization required for any application or other filing to be made pursuant obtained from any party to any applicable Law in connection with Corix Water Material Contract identified on Section 7.2(e)(i) of the transactions contemplated hereby. Corix Disclosure Letter or SWWC Material Contract identified on Section 7.2(e)(ii) of the SWWC Disclosure Letter (b) In connection with and without limiting Section 6.03(a)collectively, the Company and “Required Third-Party Consents”) prior to the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement Closing, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreementreasonably cooperate with the other in connection therewith; provided, take all action reasonably appropriate to ensure however, that the Merger Corix Parties and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement. SWWC Parties (c) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts ) shall not be required to (ix) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for take an action unless the effectiveness of such action is contingent upon the consummation of the transactions contemplated hereby, Business Combination or (iiy) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), make any State Regulators (the “PSC Applications”) and payments or incur any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts Loss to obtain any Consents consents of third parties contemplated by this Section 7.2(e). Unless prohibited by Law, each Party shall promptly notify the other of any Governmental Entity, and to make any registrations, declarations, notices notice or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents communication from any Governmental Entity (including the FCC ConsentsPerson alleging that such Person’s approval, PSC Consents and Local Consents) authorization, consent or Permit is or may be required in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretoBusiness Combination. (f) For The Corix Parties and the purposes of SWWC Parties shall each reasonably cooperate with the other, execute and deliver such further documents, certificates, agreements and instruments and take such other actions as may be reasonably requested by the other to evidence or reflect the transactions contemplated by this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity Agreement (including the FCC Consentsexecution and delivery of all documents, PSC Consents certificates, agreements and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be instruments reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”necessary for all filings hereunder). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Merger.

Required Actions. (a) Subject to the terms hereofEach of Purchaser Guarantor, including Section 6.03(c), Purchaser and Parent and the Company shall each use reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Sale and the other transactions contemplated hereby as promptly as practicableby this Agreement, including (i) the preparation and filing of all forms, registrations, notifications and notices required to be filed to consummate the Sale and the other transactions contemplated by this Agreement, (ii) as promptly as practicabletaking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, obtain from clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity or (which actions shall include furnishing all information required under any other third party applicable Regulatory Laws) required under any Consents required applicable Laws and/or by this Agreement to be obtained or made by Purchaser or Parent or the Company or any of their respective Subsidiaries in connection with the authorizationSale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Sale and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Parent, Purchaser Guarantor and Purchaser shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and shall not take any action after the date of this Agreement that would reasonably be expected to (x) delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption necessary to be obtained at or prior to the Closing or (y) cause any of the conditions precedent to the transactions contemplated by this Agreement to fail to be satisfied or to prevent, delay or impede the consummation of the Sale or any other transaction contemplated by this Agreement. (b) Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser and Parent shall each keep the other reasonably apprised of the status of matters relating to the completion of the Sale and the other transactions contemplated herebyby this Agreement and reasonably cooperate in connection with obtaining all required consents, clearances, expirations or terminations of waiting periods, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity. In that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 5.1(e), to the extent not prohibited by applicable Law, each Party shall promptly consult with the other Parties to this Agreement to provide any necessary information with respect to (iiiand, in the case of correspondence, provide the other Parties (or their counsel) defend copies of) all filings made by such Party with any lawsuits Governmental Entity or any other Actionsinformation supplied by such Party to, whether judicial or administrativecorrespondence with, challenging a Governmental Entity in connection with this Agreement, the Sale and the other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and Section 5.1(e), to the extent not prohibited by applicable Law, each Party to this Agreement shall promptly inform the other Parties to this Agreement, and if in writing, furnish the other Parties with copies of (or, in the case of oral communications, advise the other Parties of) any communication from any Governmental Entity regarding the Sale or the other transactions contemplated by this Agreement, and permit the other Parties to review and discuss in advance, and consider in good faith the views of the other Parties in connection with, any proposed written or oral communication or submission with or to any such Governmental Entity. If any Party to this Agreement or any representative of such Party receives a request for additional information or documentary material from any Governmental Entity with respect to the consummation of Sale or the other transactions contemplated herebyby this Agreement, including seeking then such Party will make, or cause to have be made, promptly and after good faith consultation with the other Parties to this Agreement, a substantially complete response in compliance with such request. No Party shall participate in any stay meeting with any Governmental Entity in connection with this Agreement, the Sale, or temporary restraining order entered with any other Person in connection with any proceeding or Action by a private party relating to any court applicable Regulatory Laws in connection with this Agreement, the Sale, or make oral submissions at meetings or in telephone or other conversations, unless it consults with the other Parties in advance and, to the extent not prohibited by such Governmental Entity, gives the other Parties the opportunity to attend and participate thereat. Subject to the Confidentiality Agreement and Section 5.1(e), to the extent not prohibited by applicable Law, each Party shall furnish the other Parties with copies of all correspondence, filings, submissions and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, such Person with respect to this Agreement and the Merger required under (A) Sale, or the Securities Act and the Exchange Actother transactions contemplated by this Agreement, and any furnish the other applicable Federal or state securities Laws, Parties with such necessary information and (B) any reasonable assistance as the other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other Parties may reasonably request in connection with the making its preparation of all necessary filings or submissions of information to any such filingsGovernmental Entity or other such Person. Purchaser and Parent may, including providing copies of all such documents as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the nonother Parties under this Agreement as “outside counsel/corporate in-filing party and its advisors prior to filing andhouse counsel only.” Such designated materials, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company information contained therein, shall use their respective reasonable best efforts be given only to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law the outside legal counsel and corporate in-house counsel of the recipient involved in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company Sale and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction other transactions contemplated by this Agreement and shall not be disclosed by such outside counsel and corporate in-house counsel to employees (other than corporate in-house counsel), officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Parent, as the case may be) or its legal counsel; it being understood that materials provided pursuant to this Agreement may be redacted (i) to remove references concerning the valuation of the Business, (ii) if as necessary to comply with contractual arrangements and (iii) as necessary to address reasonable privilege concerns. (c) Purchaser and Parent shall file any state takeover statute or similar statute or regulation becomes filings and/or notifications under applicable Regulatory Laws as promptly as reasonably possible, and in any event within (i) fifteen (15) Business Days after the date hereof for filings and/or notifications required under Korean Regulatory Laws and (ii) forty five (45) Business Days after the date hereof for filings and/or notifications required under any non-Korean Regulatory Laws. Notwithstanding anything to this Agreement or any transaction contemplated by the contrary in this Agreement, take all action reasonably appropriate no Party shall make any filings and/or notifications under applicable Regulatory Laws in any jurisdiction, other than a Required Approval, unless Purchaser and Parent mutually agree that such filing and/or notification is necessary or advisable (and neither Purchaser nor Parent shall unreasonably refuse to ensure agree). In the event that the Merger Parties receive any request for information or documentary material from any Governmental Entity, including a request for additional information or documentary materials pursuant to any applicable Regulatory Laws, the Parties shall comply with such requests as promptly as possible and produce documents, responses to interrogatories, witnesses for deposition, or other information on a rolling basis, and the Parties and their respective counsel will closely cooperate during the entirety of any such investigatory or review process. (d) Purchaser and Parent shall in good faith attempt to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Sale and the other transactions contemplated hereby may by this Agreement under any Regulatory Laws. In connection therewith, if any claim, action, suit, arbitration, litigation and proceeding, investigation or Order (collectively, “Regulatory Action”) is instituted (or threatened to be consummated as promptly as practicable on instituted) challenging the terms Sale or the other transactions contemplated by this Agreement. (c) Upon the terms Agreement as violative of any applicable Regulatory Laws, Purchaser and subject to the terms and conditions of this AgreementParent shall jointly initiate and/or participate in any proceedings, Parent and the Company agreewhether judicial or administrative, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain initiate, oppose or defend against any FCC Consents, PSC Consents, and Local Consents, and Regulatory Action by any Governmental Entity to make any registrations, declarations, notices prevent or filings, if any, necessary for enjoin the consummation of the Sale or the other transactions contemplated hereby, by this Agreement and/or (ii) in consultation and cooperation with the other, take such action as promptly as practicable file all applications required necessary to be filed with the FCC (the “FCC Applications”), overturn any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised Regulatory Action by any Governmental Entity and to contest and resist any actionblock consummation of the Sale or the other transactions contemplated by this Agreement in each case to the extent necessary so as to enable the Closing to occur as promptly as possible, including by defending any legislative, administrative or judicial action, and such Regulatory Action brought by any Governmental Entity to prevent avoid the entry of any court order and of, or to have vacated, liftedoverturned or terminated, reversed or overturned including by appeal if necessary, any Judgment (whether temporary, preliminary or permanent) Order that restricts, prevents makes illegal or prohibits the consummation of the Merger Sale or any the other transactions contemplated hereby under by this Agreement resulting from any Antitrust Lawsuch Regulatory Action. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes In furtherance of this Section 6.035.3 and notwithstanding anything to the contrary in this Agreement, “reasonable best efforts” Purchaser shall include taking any and shall cause its Affiliates to take all actions necessary to obtain avoid or eliminate each and every impediment under any applicable Regulatory Laws, so as to enable the Consents Closing to occur as promptly as practicable (and in any event no later than the Outside Date), including taking or committing to take actions that after the Closing would limit Purchaser’s, the Company’s or their respective Subsidiaries’ freedom of action with respect to any Governmental Entity (including businesses, product lines or assets of the FCC ConsentsCompany, PSC Consents Purchaser, and Local Consents) required to consummate their respective Subsidiaries and Affiliates. Notwithstanding the Merger and the other transactions contemplated hereby prior foregoing sentence or anything to the End Date; provided that contrary in this Agreement, nothing in this Agreement shall require Purchaser or its Affiliates to agree or commit to, and, without Purchaser’s prior written consent, Parent may not agree or commit to, sell, divest, hold separate, or otherwise convey any asset or business of the Company, Purchaser or any of their respective Affiliates or Subsidiaries. All such efforts by Purchaser shall be unconditional, and no actions required by or taken pursuant to this Section 5.3(e) nor the impact thereof on the Business shall be considered for purposes of determining whether a Business Material Adverse Effect has occurred or may occur. Notwithstanding anything to the contrary herein, none of Parent or any of its Affiliates shall be required to take or permit the taking of any action pursuant to this Section 5.3 that would: (i) require Parent or any of its Affiliates (other than the Company) to agree to retain any or all of the Company or the Company Subsidiaries Business after the Closing, other than the Retained Interest or (without the prior written consent of ii) require Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or any of Parent’s or the Company Subsidiaries be required Company’s respective Affiliates take or agree or commit to submit to a Burdensome Condition unless such Burdensome Condition take any action that is not conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company Closing or that relates to or impacts the Company Subsidiaries at Retained Businesses or Parent’s (or its designated Affiliates’) ownership of, or rights or obligations in connection with, the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the MergerRetained Interest.

Required Actions. (a) Subject to Each of the terms hereof, including Section 6.03(c), Parent and the Company parties shall each use their respective reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary, proper or advisable reasonably appropriate to consummate and make effective effective, as soon as reasonably possible, the Merger and the other transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company Pine and the Company Pine Board and Parent Cedar and the Parent Cedar Board shall use their respective reasonable best efforts to (ix) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon In connection with and without limiting Section 6.03(a), promptly following the terms execution and delivery by the parties of this Agreement, Pine and Cedar shall enter into discussions with the Governmental Entities from whom Consents or nonactions are required to be obtained in connection with the consummation of the Merger and the other transactions contemplated by this Agreement in order to obtain all such required Consents or nonactions from such Governmental Entities and eliminate each and every other impediment that may be asserted by such Governmental Entities, in each case with respect to the Merger, so as to enable the Closing to occur as soon as reasonably possible. To the extent necessary in order to accomplish the foregoing and subject to the terms limitations set forth in Section 6.03(e), Pine and conditions of this Agreement, Parent and the Company agree, and Cedar shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (ijointly negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of, or prohibition or limitation on the ownership or operation by Pine, Cedar or any of their respective Subsidiaries of any portion of the business, properties or assets of Pine, Cedar or any of their respective Subsidiaries; provided, however, that neither Cedar nor Pine shall be required pursuant to this Section 6.03(c) obtain to commit to or effect any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for action that is not conditioned upon the consummation of the Merger. If the actions taken by Cedar and Pine pursuant to the immediately preceding sentence do not result in the conditions set forth in Section 7.01(d), (e) and (f) being satisfied, then each of Cedar and Pine shall jointly (to the extent practicable) use their reasonable best efforts to initiate and/or participate in any proceedings, whether judicial or administrative, in order to (i) oppose or defend against any action by any Governmental Entity to prevent or enjoin the consummation of the Merger or any of the other transactions contemplated herebyby this Agreement, and/or (ii) take such action as necessary to overturn any regulatory action by any Governmental Entity to block consummation of the Merger or any of the other transactions contemplated by this Agreement, including by defending any suit, action or other legal proceeding brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Legal Restraint resulting from any suit, action or other legal proceeding that would cause any condition set forth in Section 7.01(d), (e) or (f) not to be satisfied; provided that Cedar and Pine shall cooperate with one another in connection with, and shall jointly control, all proceedings related to the foregoing. (d) In connection with and without limiting the generality of the foregoing, each of Cedar and Pine shall: (i) make or cause to be made, in consultation and cooperation with the other, other and as promptly as practicable file after the date of this Agreement, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act relating to the Merger and (B) all other necessary registrations, declarations, notices and filings relating to the Merger with other Governmental Entities under any other antitrust, competition, trade regulation or similar Laws; (ii) (A) make or cause to be made, in consultation and cooperation with the other and as promptly as practicable after the date of this Agreement, all applications required to be filed with the FCC (the “FCC Applications”), ) and any State Regulators (the “PSC Applications”) to effect the transfer of control of the Pine Licenses and/or Cedar Licenses, as necessary to consummate and any Localities make effective the Merger and the other transactions contemplated by this Agreement, and use its reasonable best efforts to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any additional requests of for information received from the FCC, FCC or any State Regulator, or Regulator by any Locality for information relating party to any an FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, Application and (ivB) cure, use its reasonable best efforts to cure not later than the Effective Time, Time any material violations or defaults under any FCC Rules or rules of any State Regulator Regulator, except for such violations or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions defaults that, individually or in the aggregate, would not reasonably be reasonably likely expected to have a either a Parent Material Adverse Effect Substantial Detriment; (iii) use its reasonable best efforts to furnish to the other all assistance, cooperation and information required for any such registration, declaration, notice or Company Material Adverse Effect filing and in order to achieve the effects set forth in Section 6.03(c); (each iv) give the other reasonable prior notice of any such registration, declaration, notice or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the Merger (including with respect to any of the actions referred to in Section 6.03(c)), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any such registration, declaration, notice, filing or communication; (v) use its reasonable best efforts to respond as promptly as reasonably practicable under the circumstances to any inquiries received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, trade regulation or similar Laws for additional information or documentation in connection with antitrust, competition, trade regulation or similar matters (including a “Burdensome Condition”second request” under the HSR Act). For , and not extend any waiting period under the avoidance HSR Act or enter into any agreement with such Governmental Entities or other authorities not to consummate any of doubtthe transactions contemplated by this Agreement, notwithstanding any request or except with the prior written consent of Parent the other parties hereto, which consent shall not be unreasonably withheld or delayed; and (vi) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to do sothe extent reasonably practicable, not participate in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned attend any meeting, or engage in all respects upon the consummation any substantive conversation with any Governmental Entity in respect of the Merger (including with respect to any of the actions referred to in Section 6.03(c)) without the other, (B) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party reasonably apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement and will not be effective for the Merger, articulating any purpose until after regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Entity and (E) furnish the Effective Timeother party 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 such Burdensome Condition imposed Governmental Entity or members of any Governmental Entity’s staff, on the Company other hand, with respect to this Agreement and the Merger, except that any materials concerning valuation of the other party may be redacted or withheld. (e) Notwithstanding anything else contained herein but subject to the Company proviso of the second sentence of Section 6.03(c), the provisions of this Section 6.03 shall not be construed to require or permit Pine, Cedar, or their respective Subsidiaries at the request from offering, taking, committing to or accepting any action, restrictions or limitations (“Actions”) of or with on Pine, Cedar, or their respective Subsidiaries without the prior written consent of Parent shall not affect the other party if such Actions, individually or in the aggregate, would or would reasonably be expected to result in a Substantial Detriment. (f) Notwithstanding anything else contained in this Agreement, (i) neither Cedar nor any representation or warranty of the Company under this Agreement its Affiliates or any condition under Section 7.01 of their respective Representatives shall cooperate with any other party in seeking regulatory clearance of any Cedar Takeover Proposal and (ii) neither Pine nor any of its Affiliates or Section 7.03 to the obligation any of Parent and Merger Sub to effect the Mergertheir respective Representatives shall cooperate with any other party in seeking regulatory clearance of any Pine Takeover Proposal.

Required Actions. (a) Subject to the terms hereofand conditions of this Agreement, including Section 6.03(c), Parent and the Company shall each party hereto will use its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and make effective the other transactions contemplated hereby by this Agreement as soon as practicable after the date hereof, including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all Burlington Necessary Consents or ConocoPhillips Necessary Consents, as appropriate, and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") and (ii) taking all reasonable steps as may be necessary to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of ConocoPhillips and Burlington agrees to prepare, as promptly as practicable, and to make (iiA) as promptly as practicablean appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (within thirty (30) Business Days), obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection (B) appropriate filings with the authorizationEuropean Commission, execution and delivery of this Agreement and if required, in accordance with applicable Regulatory Laws at such time as ConocoPhillips reasonably determines in its judgment will permit the consummation of the transactions contemplated herebyhereby in a timely basis, and (iiiC) defend any lawsuits or all other Actions, whether judicial or administrative, challenging this Agreement or necessary filings with other Governmental Entities relating to the Merger at such time as ConocoPhillips reasonably determines in its judgment will permit the consummation of the transactions contemplated herebyhereby in a timely basis, including seeking and, to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) prepare to supply as promptly as practicable, make all necessary filingspracticable any additional information or documentation that may be requested pursuant to such laws or by such Governmental Entities, and thereafter make any other required submissions, with respect to this Agreement supply such additional information and documentation at such time as ConocoPhillips reasonably determines in its judgment will permit the Merger required consummation of the transactions contemplated hereby in a timely basis and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under (A) the Securities HSR Act and the Exchange Actreceipt of Required Approvals under such other laws or from such authorities as soon as practicable. In furtherance and not in limitation of the foregoing, and Burlington agrees not to extend any other applicable Federal waiting period under the HSR Act or state securities Laws, and (B) enter into any other applicable Law and (v) execute agreement with the FTC or deliver any additional instruments necessary the DOJ not to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Parent , except with the prior written consent of ConocoPhillips. (b) The parties shall each cooperate and the Company shall cooperate consult with each other in connection with the making of actions referenced in Section 6.4(a) to obtain all such filingsRequired Approvals. In particular, including providing copies of all such documents Burlington shall (i) furnish as promptly as reasonably practicable to the non-filing party ConocoPhillips any information concerning Burlington and its advisors prior to filing andbusiness, if requestedproperties and personnel as ConocoPhillips may reasonably request, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, and (ii) permit ConocoPhillips to review in advance, and accept all of ConocoPhillips' reasonable comments in connection with, any proposed written communication between it and any Governmental Entity. In addition, each party shall (i) promptly inform the other party of (and supply to the other party) any communication (or other correspondence or memoranda) received by such party from, or given by such party to, the DOJ, the FTC or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (ii) consult with the other party in advance, to the extent practicable and not prohibited by law, of any meeting or conference with the DOJ, the FTC or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or such other applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. In furtherance and not in limitation of the foregoing, Burlington agrees that notwithstanding anything to the contrary in this Agreement, ConocoPhillips will take the lead in all meetings and communications with any Governmental Entity in connection with any Antitrust Laws, including by determining the appropriate timing of any such meeting or communication (including (x) the timing of the submission of any filing with, or response to any request by, a Governmental Entity, and (y) the timing of any action taken pursuant to 6.4(c)) such that the requisite approvals are obtained prior to the Termination Date. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.4(a) and 6.4(b) but subject to Section 6.4(b), Burlington and ConocoPhillips, as applicable, shall take all actions necessary to: (i) avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before the Termination Date, including without limitation defending through litigation on the merits any claim asserted in any court by any Person; and (ii) avoid or eliminate each and every impediment under any Regulatory Law so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Termination Date), including, without limitation, (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of ConocoPhillips, Burlington and their respective Subsidiaries and (y) otherwise taking or committing to take actions that after the Closing Date would limit ConocoPhillips or its Subsidiaries' freedom of action with respect to, or its or their ability to retain, one or more of the businesses, product lines or assets of ConocoPhillips, Burlington and their respective Subsidiaries, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or materially delaying the Closing. ConocoPhillips and, if requested by ConocoPhillips, Burlington shall agree to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or ConocoPhillips or ConocoPhillips' Subsidiaries' ability to retain, any of the businesses, product lines or assets of ConocoPhillips, Burlington or any of their respective Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. Burlington agrees and acknowledges that, notwithstanding anything to the contrary in this Section 6.4, in connection with any filing or submission required, action to be taken or commitment to be made by ConocoPhillips, Burlington or any of their respective Subsidiaries to consummate the Merger or other transactions contemplated by this Agreement, neither Burlington nor any of Burlington's Subsidiaries shall, without ConocoPhillips' prior written consent, sell, divest, or dispose of any assets, commit to any sale, divestiture or disposal of businesses, product lines or assets of Burlington and Burlington's Subsidiaries or take any other action or commit to take any action that would limit Burlington's, ConocoPhillips' or any of their respective Subsidiaries' freedom of action with respect to, or their ability to retain any of, their businesses, product lines or assets; provided that the foregoing shall not relieve any party of its obligations under this Agreement. (d) Each party hereto and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation becomes applicable to this Agreement Agreement, the Merger or any transaction other transactions contemplated by this Agreementhereby, take all action reasonably appropriate necessary to ensure that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon hereby and otherwise to minimize the terms and subject to the terms and conditions effect of such statute or regulation on this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretohereby. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Merger.

Required Actions. (a) Subject to Each of the terms hereof, including Section 6.03(c), Parent and the Company parties shall each use its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary, proper or advisable to consummate and make effective effective, as soon as reasonably possible, the Merger and the other transactions contemplated hereby as promptly as practicableby this Agreement, including using reasonable best efforts to (i) cause the conditions precedent set forth in Article VII to be satisfied, (ii) as promptly as practicable, obtain all necessary Consents or nonactions from any Governmental Entity or any other third party any Consents Person which are required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, and (iii) defend any lawsuits effect or other Actionsobtain, whether judicial as applicable, the execution or administrative, challenging this Agreement or the consummation delivery of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a6.3(a), promptly following the Company execution and delivery by the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon the terms and subject to the terms and conditions parties of this Agreement, Parent Ticketmaster and the Company agree, and Live Nation shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and secure all required Consents or nonactions from the Governmental Entities from whom Consents or nonactions are required to make any registrations, declarations, notices or filings, if any, necessary for be obtained in connection with the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and to eliminate each and every other impediment that may be asserted by such Governmental Entities, in each case with respect to the Merger, so as to enable the Closing to occur as soon as reasonably possible. (yc) In connection with and without limiting the positions generality of the foregoing, each of Live Nation and Ticketmaster shall: (i) make or cause to be taken made, in consultation and cooperation with the regulatory actions other and as promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days after the date of this Agreement), an appropriate filing of a Notification and Report Form pursuant to be requested the HSR Act relating to the Merger; (ii) use its reasonable best efforts to prepare and file all other necessary registrations, declarations, notices and filings relating to the Merger with other Governmental Entities under any other antitrust, competition, investment, trade regulation or similar Law as soon as reasonably practicable; (iii) use its reasonable best efforts to furnish to the other all assistance, cooperation and information required for any such registration, declaration, notice or filing and in order to achieve the effects set forth in Sections 6.3(b) and 6.3(d); (iv) give the other reasonable prior notice of any such registration, declaration, notice or filing or submission and, to the extent reasonably practicable, of any communication with a any Governmental Entity in connection with regarding the Merger (including with respect to any of the actions referred to in Sections 6.3(b) and 6.3(d)), and permit the other transactions contemplated hereby to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any investigation such registration, declaration, notice, filing or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto.communication; (fv) For the purposes of this Section 6.03, “use its reasonable best efforts” shall include taking efforts to respond as promptly as reasonably practicable under the circumstances to any and all actions necessary to obtain the Consents of reasonable inquiries received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, investment, trade regulation or similar Laws for additional information or documentation in connection with antitrust, competition, investment, trade regulation or similar matters (including but not limited to any "second request" under the FCC ConsentsHSR Act), PSC Consents and Local Consents) required not extend any waiting period under the HSR Act or under any other antitrust, competition, investment, trade regulation or similar Law, or enter into any agreement with such Governmental Entities or other authorities not to consummate any of the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in by this Agreement shall permit the Company or the Company Subsidiaries (without Agreement, except with the prior written consent of Parentthe other parties hereto, which consent shall not be unreasonably withheld or delayed; and (vi) unless prohibited by applicable Law or require Parent by the applicable Governmental Entity, (A) to the extent reasonably practicable, not participate in or the Parent Subsidiaries to take or refrain from takingattend any meeting, or engage in any substantive communication with any Governmental Entity in respect of the Merger (including with respect to any of the actions referred to in Sections 6.3(b) and 6.3(d)) without the other, (B) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or communication, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such communication, keep such party reasonably apprised with respect thereto, (D) cooperate in the preparation and filing of, including by permitting the other to review and discuss in advance and by considering in good faith the views of the other in connection with, any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement and the Merger, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Entity, and (E) promptly furnish the other party 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 members of any Governmental Entity's staff, on the other hand, with respect to this Agreement and the Merger, except that any materials concerning valuation of the other party may be redacted or withheld. (d) To the extent necessary in order to accomplish the foregoing, Ticketmaster and Live Nation shall use their respective reasonable best efforts to jointly negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of, or prohibition or limitation on the ownership or operation by Ticketmaster, Live Nation or any of their respective Subsidiaries of any portion of the business, properties or assets of Ticketmaster, Live Nation or any of their respective Subsidiaries; provided, however, that neither Live Nation nor Ticketmaster shall (i) discuss with any Governmental Entity any of the foregoing actions outside the presence of the other unless required to do so by applicable Law or by the applicable Governmental Entity, (ii) be required pursuant to this Section 6.3(d) to commit to or effect any action that is not conditioned upon the consummation of the Merger or (iii) be required to agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture, to accept any operational restriction, or take or refrain from taking, any other action or actions ("Regulatory Conditions") that, individually or in the aggregate, would reasonably be reasonably likely expected to have a either a Parent Material Adverse Effect or materially impair the business operations of the Combined Company Material Adverse Effect (each a “Burdensome Condition”)absent such Regulatory Conditions. For the avoidance of doubt, notwithstanding the parties acknowledge and agree that (x) elimination of projected financial benefits and synergies anticipated to be achieved following the Merger shall not be a basis to assert under this Section 6.3(d) that there may be a material impairment in the business operations of the Combined Company and (y) a material impairment is an effect on the business operations of the Combined Company that would reasonably be expected to have a Material Adverse Effect. If the actions taken by Live Nation and Ticketmaster pursuant to the immediately preceding sentence do not result in the conditions set forth in Section 7.1(d) and 7.1(e) being satisfied, then each of Live Nation and Ticketmaster shall jointly (to the extent practicable) use their reasonable best efforts to initiate and/or participate in any request proceedings, whether judicial or consent of Parent to do soadministrative, in no event shall the Company order to (A) oppose or the Company Subsidiaries be required defend against any action by any Governmental Entity to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon prevent or enjoin the consummation of the Merger or any of the other transactions contemplated by this Agreement, and/or (B) take such action as necessary to overturn any regulatory action by any Governmental Entity to block consummation of the Merger or any of the other transactions contemplated by this Agreement, including by defending any suit, action or other judicial or administrative proceeding brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Legal Restraint resulting from any suit, action or other legal proceeding that would cause any condition set forth in Section 7.1(d) or 7.1(e) not to be satisfied; provided that Live Nation and will not be effective for any purpose until after the Effective TimeTicketmaster shall cooperate with one another in connection with, and shall jointly control, all proceedings related to the foregoing; provided, further, that nothing set forth in this Section 6.3(d) shall require Live Nation or Ticketmaster to defend or maintain any such Burdensome Condition imposed on suit, action or other judicial or administrative proceeding, including any appeal therefrom, at any time following the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect End Date (after giving effect to any representation or warranty of the Company under this Agreement or any condition under extension thereof pursuant to Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Merger8.1(b)(i)).

Required Actions. (a) Subject to the terms and conditions of this Agreement, each of DigitalGlobe and GeoEye shall, and shall cause its Subsidiaries to use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, including Section 6.03(c)the Merger, Parent as promptly as practicable and (ii) to obtain (and to cooperate with the other party to obtain) as promptly as practicable any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by GeoEye or DigitalGlobe or any of their respective Subsidiaries in connection with the Merger and the Company other transactions contemplated by this Agreement, and to comply with the terms and conditions of any such consent, authorization, order or approval. (b) Subject to the terms and conditions of this Agreement, each of DigitalGlobe and GeoEye shall each use all reasonable best efforts to (i) 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 effective, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including using all reasonable efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as promptly as practicableand using all reasonable efforts to defend any litigation seeking to enjoin, (ii) as promptly as practicable, obtain from any Governmental Entity prevent or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and delay the consummation of the transactions contemplated herebyhereby or seeking material damages. (c) In furtherance and not in limitation of the foregoing, (iiii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the consummation of HSR Act with respect to the transactions contemplated herebyhereby at the time directed by DigitalGlobe, including seeking and to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) supply as promptly as practicable, make all necessary filings, practicable any additional information and thereafter make any other required submissions, with respect documentary material that may be requested pursuant to this Agreement and the Merger required under (A) the Securities HSR Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and use its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application take, or other filing cause to be made pursuant taken, all other actions consistent with this Section 6.03 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (including any applicable Law in connection with the transactions contemplated hereby. extensions thereof) as soon as practicable and (bii) In connection with each of GeoEye and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board DigitalGlobe shall each use its reasonable best efforts to (iA) take all action reasonably appropriate necessary to ensure that no state takeover statute or similar statute or regulation Law is or becomes applicable to this Agreement or any transaction of the transactions contemplated by this Agreement hereby and (iiB) if any state takeover statute or similar statute or regulation Law becomes applicable to this Agreement or any transaction of the transactions contemplated by this Agreementhereby, take all action reasonably appropriate reasonable to ensure that enable the Merger and the other transactions contemplated hereby may to be consummated as promptly as practicable on the terms contemplated by this AgreementAgreement and otherwise minimize the effect of such Law on the transactions contemplated hereby. (cd) Upon At the terms time directed by DigitalGlobe, DigitalGlobe and subject GeoEye shall cooperate and join together in filing with the FCC applications for its consent to the terms transfer of control of the GeoEye FCC Authorizations to DigitalGlobe or its designated subsidiary or affiliate (“FCC Applications”). DigitalGlobe and conditions GeoEye shall use their reasonable best efforts to diligently take, or cause to be taken, all other actions consistent with this Section 6.03 to obtain promptly the requested written consent and approval of this Agreementthe FCC Applications by the FCC (“FCC Consent”). (e) At the time directed by DigitalGlobe, Parent DigitalGlobe and the Company agree, and GeoEye shall cause each of their respective Subsidiaries, to cooperate and join together in filing with NOAA or the Department of Commerce, as applicable, an amendment to all DigitalGlobe DoC Authorizations describing the transaction undertaken in this Agreement (together, the “DoC Application”). DigitalGlobe and GeoEye shall use their respective reasonable best efforts to diligently take, or cause to be taken, all other actions consistent with this Section 6.03 to obtain promptly the requested written consent and approval of the DoC Application by NOAA or the Department of Commerce (“DoC Consent”). (f) Each of the parties hereto shall use its reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) cooperate in consultation and cooperation all respects with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing with or submission with to a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations communications with, a Governmental Entity (including the Department of Defense and the Office of the Director of National Intelligence) relating to the Merger transactions contemplated hereby, including any governmental inquiry, investigation or proceeding initiated by a private party, and (ii) keep the other transactions contemplated hereby party informed in all material respects and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents on a reasonably timely basis of any communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, the Federal Communications Commission, the Department of Commerce or any other Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger Department of Defense and the other Office of the Director of National Intelligence) and of any communication received or given by a private party in connection with any governmental inquiry, investigation or proceeding, in each case regarding any of the transactions contemplated hereby prior hereby. Subject to applicable Laws relating to the End Dateexchange of information, DigitalGlobe shall have the right to direct all matters with any Governmental Entity consistent with its obligations hereunder; provided that nothing each of the parties hereto shall have the right to review in advance, and to the extent practicable each party will consult the other on and will take into account the reasonable inputs, comments and recommendations of the other party on, all the information relating to the other parties and their respective Subsidiaries, as the case may be, that appears in any filing made with, written materials submitted to, or oral presentations made to, any third party or any Governmental Entity in connection with any governmental inquiry, investigation or proceeding with respect to the transactions contemplated hereby. Subject to applicable Laws relating to the exchange of information, each party shall have the right to attend (to the extent permitted by the relevant Governmental Authority), and each party shall promptly and fully inform the other party about material conferences and meetings with regulators concerning the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Agreement Agreement, DigitalGlobe shall permit have the Company principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust, competition, communications or satellite-related clearances and other approvals of Governmental Authorities, and shall take the Company Subsidiaries lead in all meetings and communications with any Governmental Entity in connection therewith. Notwithstanding the cooperation of the parties required by this Section 6.03(f), in the event the parties do not agree with respect to any matter in connection with the required clearances and approvals from Governmental Authorities, DigitalGlobe’s decision will control, provided that such decision does not interfere with GeoEye’s ability to control its operations prior to Closing, and otherwise is consistent with GeoEye’s obligations under the Law, including but not limited to the Communications Act. DigitalGlobe and GeoEye may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03(f) as “Antitrust Counsel Only Material.” Such Antitrust Counsel Only Material and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (without GeoEye or DigitalGlobe, as the prior written consent of Parentcase may be) or require Parent its legal counsel. Notwithstanding anything to the contrary in this Section 6.03(f), materials provided to the other party or its outside counsel may be redacted to remove references concerning the Parent valuation, pricing and other competitively sensitive terms from an antitrust perspective in the Contracts of GeoEye, DigitalGlobe and their respective Subsidiaries. (g) Notwithstanding Sections 6.03(a), 6.03(b), 6.03(c), 6.03(d), 6.03(e) and 6.03(f) or any other provision of this Agreement to the contrary, in no event shall DigitalGlobe or its Subsidiaries or Affiliates be required to take or refrain from taking, or agree to (i) divest, hold separate or otherwise dispose of any material portion of its or GeoEye’s respective businesses, assets or Contracts or allow a third party to utilize a material amount of the capacity on its or GeoEye’s satellites or (ii) take or refrain from taking, any other action or actions that, individually or in the aggregate, would reasonably be reasonably likely expected to have a either material adverse impact on the business, assets, Contracts or properties of DigitalGlobe and GeoEye, taken as a Parent Material Adverse Effect whole. As long as the following actions of GeoEye are conditioned on Closing, DigitalGlobe may, if it so chooses, cause GeoEye to (i) divest, license, hold separate or Company Material Adverse Effect otherwise dispose of, or allow a third party to utilize, any portion of its respective businesses, assets or Contracts or (each a “Burdensome Condition”). For ii) take any other action that would have an impact on the avoidance business, assets, Contracts or properties of doubtGeoEye or its Subsidiaries. (h) Both DigitalGlobe and GeoEye shall, notwithstanding any request or consent of Parent as promptly as practicable, and at least 60 days prior to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or cause to be filed with the consent United States Department of Parent shall not affect any representation or warranty State’s Directorate of Defense Trade Controls the notices required under Section 122.4(b) of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the MergerInternational Traffic in Arms Regulations, as amended.

Required Actions. (a) Subject to the terms hereofand conditions specified herein, including Section 6.03(c), Parent each of Buyer and the Company ABI shall each use reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party in doing, all things reasonably necessary, proper or advisable (subject to applicable Law) to satisfy each condition to the other party’s obligations contained in this Agreement in order to consummate and make effective the transactions contemplated hereby by this Agreement as promptly as practicablereasonably practicable but in any event by the Long Stop Date; provided that this Agreement shall not in any way modify or expand ABI’s obligations under the ABI Cooperation Agreement, including ABI’s obligations under Section 3 thereof. Without limiting the generality of the foregoing, ABI shall not enter into or otherwise consent to any amendment, modification or waiver of the ABI Cooperation Agreement that would reasonably be expected to be adverse to Buyer or the Acquired Business without the prior written consent of Buyer. (b) Buyer and ABI shall each take (subject (x) in the case of ABI, to the proviso in Section 5.01(a) and (y) in the case of Buyer, to the proviso in this Section 5.01(b)) all actions necessary to obtain all consents, licenses, permits, waivers, approvals, clearances and authorizations or orders of, or nonactions by, any Governmental Authority (collectively, “Consents”) that are required to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable but in any event by the Long Stop Date. In furtherance and not in limitation of the foregoing, Buyer and ABI shall each (subject (x) in the case of ABI, to the proviso in Section 5.01(a) and (y) in the case of Buyer, to the proviso in this Section 5.01(b)) (i) provide all necessary notices, reports, registrations, submissions of information, applications and other filings in connection with obtaining any Consents, (ii) as promptly as practicableprosecute all such filings and Consents with all appropriate diligence, obtain from any Governmental Entity or any other third party any Consents (iii) furnish all information required to be obtained furnished in connection with the Consents of or made by Parent or filings with any Governmental Authority, and promptly cooperate with the Company other party hereto and furnish information in connection with any such requirements imposed upon Buyer, ABI or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iiiiv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement, (v) facilitate obtaining any final order, writ, judgment or decree approving the transactions contemplated by this Agreement in accordance with the terms hereof, (vi) defend any lawsuits or other Actionslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversedreversed so as to enable the parties hereto to consummate and make effective, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated byhereby in accordance with the terms hereof and (vii) take, or cause to be taken, all actions, and do, or cause to fully carry out the purposes ofbe done, this Agreement. Parent and the Company shall assist and cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby party hereto in doing, all things necessary, in simultaneous coordination, to avoid or eliminate each and every legal impediment that may be consummated asserted by any Governmental Authority so as promptly as practicable on to enable the terms contemplated by this Agreement. (c) Upon the terms parties hereto to consummate and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the othereffective, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”)practicable, any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised in accordance with the terms hereof, including making any amendments or modifications to this Agreement to the extent required by any Governmental Entity and Authority in connection with obtaining a required Consent; provided that, notwithstanding the foregoing or anything to contest and resist any actionthe contrary contained herein, including any legislativeto the extent that, administrative or judicial action, and to prevent obtain the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions Consent of any Governmental EntityAuthority, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order it is necessary or required to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned undertake one or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation more divestitures or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions remedies that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Substantial Adverse Effect Impact on the JV, Buyer shall have the right to consent (or Company Material Adverse Effect not) in its sole discretion to such divestitures or other remedies. (each a “Burdensome Condition”). For c) Each of Buyer and XXX will consult and cooperate with the avoidance other (including in relation to any parallel merger review process resulting from the transactions contemplated by this Agreement and the ABI Transaction) and (i) consider in good faith the views of doubt, notwithstanding any request or consent of Parent to do sothe other, in no event shall connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings involving any Governmental Authority relating to the Company Consents, except that materials may be redacted to address reasonable privilege or confidentiality concerns and to prevent the Company Subsidiaries be required exchange of confidential information prohibited by applicable Law; (ii) promptly advise the other’s counsel of any written or material oral communication to submit or from any Governmental Authority with respect to a Burdensome Condition the Consents; (iii) not participate in any meeting or discussion with any Governmental Authority in respect of any Consent without first consulting with the other’s counsel and, unless prohibited by such Burdensome Condition is conditioned in Governmental Authority, giving the other’s counsel the opportunity to attend; and (iv) promptly furnish the other’s counsel with copies of all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Timecorrespondence, filings, and written communications between such party and any Governmental Authority with respect to the Consents, except that materials may be redacted to address reasonable privilege or confidentiality concerns and to prevent the exchange of confidential information prohibited by applicable Law. To the extent permitted by applicable Law, Buyer and ABI shall coordinate and cooperate fully with each other in exchanging such Burdensome Condition imposed on information and providing such assistance as the Company or the Company Subsidiaries at the other party may reasonably request of or in connection with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Mergerforegoing.

Required Actions. (a) Subject to Each of the terms hereof, including Section 6.03(c), Parent and the Company parties shall each use their respective reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party parties in doing, all things necessary, proper or advisable reasonably appropriate to consummate and make effective effective, as soon as reasonably possible, the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated herebyTransactions. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall use their respective reasonable best efforts to (ix) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement the Transaction Agreements or any transaction contemplated by this Agreement the Transactions and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement the Transaction Agreements or any transaction contemplated by this Agreementthe Transactions, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreementthe applicable Transaction Agreements. (c) Upon the terms In connection with and subject to the terms and conditions of this Agreementwithout limiting Section 6.03(a), Parent and the Company agreeshall cooperate in good faith to seek to obtain all consents, approvals and waivers required by the terms of any material Contracts with third parties or material Permits in connection with the transactions contemplated hereby. (d) In connection with and without limiting Section 6.03(a), the Company and Parent shall promptly enter into discussions with the Governmental Entities from whom Consents or nonactions are required to be obtained in connection with the consummation of the Merger and the other transactions contemplated by this Agreement in order to obtain all such required Consents or nonactions from such Governmental Entities, in each case with respect to the Merger, so as to enable the Closing to occur as soon as reasonably possible, and in any event no later than the End Date. To the extent necessary in order to accomplish the foregoing and subject to the limitations set forth in Section 6.03(f), the Company and Parent shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (ijointly negotiate, commit to and effect, by consent decree, hold separate order, condition or approval or otherwise, the sale, divestiture or disposition of, or prohibition or limitation on the ownership or operation of, or requirements or undertakings with respect to the conduct by the Company, Parent or any of their respective Subsidiaries of, any portion of the business, properties or assets of the Company, Parent or any of their respective Subsidiaries; provided, however, that neither Parent nor the Company shall be required pursuant to this Section 6.03(d) obtain to commit to or effect any FCC Consentsaction, PSC Consentsprohibition, and Local Consentslimitation, and to make any registrations, declarations, notices requirement or filings, if any, necessary for undertaking that is not conditioned upon the consummation of the transactions contemplated herebyMerger or that would or would reasonably be expected to have a Substantial Detriment. If the actions taken by Parent and the Company pursuant to the immediately preceding sentence do not result in the conditions set forth in Sections 7.01(c) and (d) being satisfied, then, during the term of this Agreement, each of Parent and the Company shall use their reasonable best efforts to initiate or participate in any proceedings, whether judicial or administrative, in order to (i) oppose or defend against any action by any Governmental Entity to prevent or enjoin the consummation of the Transactions or (ii) take such action as necessary to overturn any regulatory action by any Governmental Entity to block consummation of the Transactions, including by defending any suit, action or other legal proceeding brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Legal Restraint resulting from any suit, action or other legal proceeding that would cause any condition set forth in Section 7.01(c) or (d) not to be satisfied. (e) In connection with and without limiting the generality of the foregoing, each of Parent and the Company shall: (i) make or cause to be made as promptly as reasonably practicable (and in any event no later than 15 Business Days following the date of this Agreement), in consultation and cooperation with the other, as promptly as practicable file all applications filings required under the HSR Act relating to be filed with the FCC Merger; (ii) use its reasonable best efforts to furnish to the “FCC Applications”other all assistance, cooperation and information required for any such registration, declaration, notice or filing and in order to achieve the effects set forth in Section 6.03(d), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, ; (iii) give the other reasonable prior notice of any such registration, declaration, submission, notice or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the Merger (including with respect to any of the actions referred to in Section 6.03(d) and in this Section 6.03(e)), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any such registration, declaration, submission, notice, filing or communication; (iv) use its reasonable best efforts to respond as promptly as reasonably practicable to any inquiries or requests received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, trade regulation or similar Laws for additional information or documentary material in connection with antitrust, competition, trade regulation or similar matters (including a “second request” under the HSR Act), and not extend any waiting period under the HSR Act or enter into any agreement with such Governmental Entities or other authorities not to consummate any of the FCCtransactions contemplated by this Agreement, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed; and (v) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to the extent reasonably practicable, not participate in or attend any State Regulatormeeting, or engage in any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating conversation with any Governmental Entity relating in respect of the Merger (including with respect to these mattersany of the actions referred to in Section 6.03(d) and in this Section 6.03(e)) without the other, and (B) to the extent permitted reasonably practicable, give the other reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law and or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party reasonably practicable shall enable apprised with respect thereto, (D) cooperate in the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules filing of any State Regulator substantive memoranda, white papers, filings, correspondence or Locality. (d) Upon the terms and subject to the terms and conditions of other written communications explaining or defending this Agreement, Parent Agreement and the Company agreeMerger, and shall cause each of their respective Subsidiariesarticulating any regulatory or competitive argument, or responding to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices requests or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised made by any Governmental Entity and to contest (E) furnish the other party with copies of all correspondence, filings and resist any action, including any legislative, administrative or judicial actioncommunications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and to prevent the entry of any court order and to have vacated, lifted, reversed Governmental Entity or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions members of any Governmental Entity’s staff, Parent on the other hand, with respect to this Agreement and the Company shall in good faith cooperateMerger, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not redaction of competitively sensitive information, valuation material or information subject to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretoattorney client privilege. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Merger.

Required Actions. (a) Subject to the terms hereofBuyer and Sellers shall, including Section 6.03(c)and shall cause their applicable Affiliates to, Parent and the Company shall each use commercially reasonable best efforts to (i) takepromptly make all filings and notifications with, or cause to be takenand obtain all authorizations, consents, orders and approvals of, all actionsGovernmental Entities that may be or become necessary for their respective execution and delivery of, and 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 the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any performance of their respective Subsidiaries in connection with the authorizationobligations pursuant to, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyAgreement, including seeking an appropriate filing of a notification and report form pursuant to have any stay the HSR Act or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, applicable antitrust or noncompetition Laws or regulations with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (collectively, “Governmental Approvals”), (ii) if any state takeover statute or similar statute or regulation becomes applicable cooperate with the reasonable requests of each other in promptly seeking to this Agreement or any transaction contemplated by this Agreementobtain all such Governmental Approvals, and (iii) take all actions as may be necessary to obtain such Governmental Approvals. No party shall take any action that would reasonably appropriate be expected to ensure that have the Merger effect of delaying, impairing or impeding the receipt of any Governmental Approval (b) Notwithstanding Section 6.8(a), Buyer and Sellers shall take all actions as may be necessary to obtain approval under the HSR Act and to obtain early termination or expiration of the “waiting period” (as defined by the HSR Act and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this AgreementRules promulgated thereunder). (c) Upon the terms The Sellers and subject Buyer shall, to the terms extent practicable and conditions without waiver of the attorney client privilege, jointly participate in the defense and settlement of any Action by a Governmental Entity relating to this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices Share Purchase or filings, if any, necessary for the consummation of the other transactions contemplated hereby, (ii) in consultation and cooperation with neither the Sellers nor Buyer shall settle or compromise any such Action without the other, as ’s written consent. (d) Buyer and the Sellers shall promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), notify each other of any State Regulators (the “PSC Applications”) and material communication either of them receives from any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information Governmental Entity relating to the matters that are the subject of this Agreement. Neither Buyer nor the Sellers shall agree to participate in any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating meeting with any Governmental Entity relating to these mattersthe matters that are the subject of this Agreement unless such party consults with the other in advance and, and to the extent permitted by applicable Law such Governmental Entity, gives the other the opportunity to attend and participate at such meeting. The 44 parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as such parties may reasonably practicable request in connection with the foregoing. In no event shall enable Buyer or the Sellers be obligated to provide the other any portion of its HSR notification filing not customarily furnished to the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or connection with HSR filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and Buyer shall pay all filing fees required under the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretoHSR Act. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Merger.

Required Actions. (a) Subject As promptly as reasonably advisable following the date of this Agreement: (i) the Parties shall file with the United States Federal Trade Commission (the FTC ) and the Antitrust Division of the United States Department of Justice (the DOJ ) Notification and Report Forms relating to the terms hereoftransactions contemplated herein required by the HSR Act. Without limitation of Section 7.2(b) below, each Party shall, as promptly as reasonably practicable, (A) supply the other Parties with any information which may be required in order to effectuate such filings and (B) supply any additional information which reasonably may be required by the FTC or the DOJ; and (ii) the Parties shall file a request for an advance ruling certificate under section 102 of the Competition Act (an Advance Ruling Certificate ) or, in the alternative, confirmation that the Commissioner of Competition appointed under the Competition Act (including Section 6.03(c)any person designated by the Commissioner on his behalf) (the Commissioner ) does not, Parent at that time, intend to make an application under section 92 of the Competition Act (a No Action Letter ) along with a waiver of the notification obligation under section 113(c) of the Competition Act. If mutually agreed between the Parties, each Party will prepare and submit, within ten (10) Business Days of such agreement, the Company notification and information required under subsection 114(1) of the Competition Act. The Parties shall each use reasonable best efforts to obtain the Competition Act Approval in respect of the Business Combination and will supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested by the Commissioner to obtain the Competition Act Approval, as soon as reasonably practicable and they will respond to any requests for additional information made by the Commissioner in order to cause the waiting periods under the Competition Act to terminate, expire or be waived, at the earliest possible date. Without limiting the foregoing, each Party shall, as promptly as reasonably practicable, (iA) takesupply the other Parties with any information which may be required in order to effectuate such filings and (B) supply any additional information which reasonably may be required by the Commissioner. (b) The Parties shall use reasonable best efforts to prepare and file, or cause to be takenprepared and filed, as promptly as reasonably practicable after the date of this Agreement but in no event more than sixty (60) Business Days or by such other time as is mutually agreed to by Corix and IIF Subway, (i) all actionsfilings, submissions and do, registrations required or cause advisable to be donemade to CFIUS, and to assist all applicable Governmental Entities, (ii) in the case of the SWWC Parties, a notification under section 12 of the ICA and (iii) all other applications, notices, registrations, filings, reports and other documents required to be filed with any Governmental Entity with respect to the Business Combination and the other transactions contemplated by this Agreement, including all Corix Regulatory Approvals and all SWWC Regulatory Approvals except for any filings in connection with the HSR Act and the Competition Act which shall be prepared and filed in accordance with Section 7.2(a). Each Party shall, as promptly as reasonably practicable, (A) supply the other Parties with any information which reasonably may be required in order to effectuate such filings, except, with respect to the CFIUS process, any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.502(c)(6)(vi), information otherwise requested by CFIUS to remain confidential or information reasonably determined by the Parties to be business confidential information, (B) supply any additional information which reasonably may be required by a Governmental Entity of any jurisdiction and which the Parties may reasonably deem appropriate and (C) subject to applicable Law and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by a Party or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Other than with respect to the Excluded Business Carveout (solely to the extent any such meeting or substantive conversation is reasonably anticipated to be wholly unrelated to the SWWC Parties, the Corix Water Business and the Business Combination), no Party shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect to any such filings, investigation or other inquiry without using reasonable best efforts to give (to the extent feasible and appropriate) the other Parties prior notice of the meeting or conversation and, unless prohibited by such Governmental Entity, a reasonable opportunity to attend or participate. Subject to applicable Law and the instructions of any Governmental Entity, the Parties will consult and cooperate with one another and permit the other Party or its counsel to review in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication by such Party to any Governmental Entity in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to the HSR Act, the Competition Act, other antitrust Laws, Investment Canada, DPA or any applicable state Laws in connection with the Business Combination and the other transactions contemplated by this Agreement (other than with respect to the Excluded Business Carveout (solely to the extent any such written or oral communication is wholly unrelated to the SWWC Parties, the Corix Water Business and the Business Combination)). (c) The Corix Parties and the SWWC Parties each shall, and shall cause their Subsidiaries to, (i) use reasonable best efforts to obtain, and to maintain in full force and effect once obtained, any approval, consent, ratification, permission, waiver or authorization required to be obtained from any Governmental Entity with respect to the Business Combination and the other transactions contemplated by this Agreement, including all Corix Regulatory Approvals and all SWWC Regulatory Approvals, prior to the Closing, and (ii) reasonably cooperate with the other party in doingconnection therewith. Notwithstanding anything contained in this Agreement (including the immediately preceding sentence and the obligations set forth in Sections 7.2(a) and 7.2(b)), (i) none of the Corix Parties nor any of their respective Affiliates shall be required to, all things necessaryand none of Corix nor any of the Contributed Corix Entities shall be permitted to without IIF Subway s prior written approval, proper in connection with obtaining any Corix Regulatory Approvals, agree or advisable consent to consummate and make effective or accept any terms, conditions, liabilities, obligations, commitments, sanctions or undertakings (including settlements, stipulations, operational restrictions, hold separate orders, divestitures or otherwise) as a condition to obtaining the transactions contemplated hereby as promptly as practicableCorix Regulatory Approvals that would, individually or in the aggregate, have or reasonably be expected to have a Corix Burdensome Effect and (ii) neither the SWWC Parties nor any of their respective Subsidiaries shall be required to, and neither the SWWC Parties nor any of their respective Subsidiaries shall be permitted to without Corix s prior written approval, in connection with obtaining any SWWC Regulatory Approvals, agree or consent to or accept any terms, conditions, liabilities, obligations, commitments, sanctions or undertakings (including settlements, stipulations, operational restrictions, hold separate orders, divestitures or otherwise) as promptly as practicablea condition to obtaining the SWWC Regulatory Approvals that would, obtain from any Governmental Entity individually or in the aggregate, have or reasonably be expected to have an SWWC Burdensome Effect. Nothing contained in this Agreement (including the obligations set forth in the first sentence of this Section 7.2(c) and Sections 7.2(a) and 7.2(b)) shall require (x) the Corix Parties or any other third party of their respective Affiliates to agree or consent to or accept any Consents required terms, conditions, liabilities, obligations, commitments, sanctions or undertakings (including settlements, stipulations, operational restrictions, hold separate orders, divestitures or otherwise) in connection with obtaining the Corix Regulatory Approvals to be obtained take any action or made by Parent agree to any commitment that is not conditioned on the Closing or (y) the Company SWWC Parties or any of their respective Subsidiaries to agree or consent to or accept any terms, conditions, liabilities, obligations, commitments, sanctions or undertakings (including settlements, stipulations, operational restrictions, hold separate orders, divestitures or otherwise) in connection with obtaining the authorization, execution and delivery of this Agreement SWWC Regulatory Approvals to take any action or agree to any commitment that is not conditioned on the Closing. (d) The Corix Parties and the consummation SWWC Parties shall each (i) give the other prompt notice of the commencement or threat of commencement of any legal proceeding by or before any Governmental Entity with respect to the Business Combination or any of the other transactions contemplated herebyby this Agreement, (ii) keep the other informed as to the status of any such legal proceeding or threat, and (iii) cooperate in all material respects with each other with respect to any such action or proceeding. Notwithstanding anything to the contrary contained in this Agreement (including the obligations set forth under this Section 7.2), the Parties acknowledge and agree that absent its prior written consent, neither the Corix Parties nor the SWWC Parties shall have any obligation to initiate or defend any lawsuits such action or other Actionsproceeding, whether judicial or administrative, challenging this Agreement the Business Combination or the consummation any of the other transactions contemplated herebyby this Agreement, including seeking any obligation to seek to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. (e) The Corix Parties and the SWWC Parties each shall, and shall cause their Subsidiaries to, (ivi) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish obtain, and to each other all information maintain in full force and effect once obtained, any approval, consent, ratification, permission, waiver or authorization required for any application or other filing to be made pursuant obtained from any party to any applicable Law in connection with Corix Water Material Contract identified on Section 7.2(e)(i) of the transactions contemplated hereby. Corix Disclosure Letter or SWWC Material Contract identified on Section 7.2(e)(ii) of the SWWC Disclosure Letter (b) In connection with and without limiting Section 6.03(a)collectively, the Company and Required Third-Party Consents ) prior to the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement Closing, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreementreasonably cooperate with the other in connection therewith; provided, take all action reasonably appropriate to ensure however, that the Merger Corix Parties and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement. SWWC Parties (c) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts ) shall not be required to (ix) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for take an action unless the effectiveness of such action is contingent upon the consummation of the transactions contemplated hereby, Business Combination or (iiy) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), make any State Regulators (the “PSC Applications”) and payments or incur any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts Loss to obtain any Consents consents of third parties contemplated by this Section 7.2(e). Unless prohibited by Law, each Party shall promptly notify the other of any Governmental Entity, and to make any registrations, declarations, notices notice or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents communication from any Governmental Entity (including the FCC ConsentsPerson alleging that such Person s approval, PSC Consents and Local Consents) authorization, consent or Permit is or may be required in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental theretoBusiness Combination. (f) For The Corix Parties and the purposes of SWWC Parties shall each reasonably cooperate with the other, execute and deliver such further documents, certificates, agreements and instruments and take such other actions as may be reasonably requested by the other to evidence or reflect the transactions contemplated by this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity Agreement (including the FCC Consentsexecution and delivery of all documents, PSC Consents certificates, agreements and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be instruments reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”necessary for all filings hereunder). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Merger.