Common use of Support of Transaction Clause in Contracts

Support of Transaction. Without limiting any covenant contained in ARTICLE VII or ARTICLE VIII, including the obligations of the Company and Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Buyer and the Company shall each, and shall each cause their respective Subsidiaries to, use their commercially reasonable efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; (b) obtain all material consents and approvals of, and provide notice to, third parties that any of Buyer, the Company, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; provided, that the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; and (c) take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable (including providing any reasonable and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party in connection with Transactions). Notwithstanding the foregoing, in no event shall any Buyer Party or any Acquired Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which any Acquired Company is a party or otherwise required in connection with the consummation of the Transactions, except as otherwise provided herein.

Support of Transaction. Without limiting any covenant contained in ARTICLE Article VI, or Article VII or ARTICLE VIII, including the obligations of (a) the Company and Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Buyer and the Company shall eachshall, and shall each cause their respective its Subsidiaries to, and (b) each of SPAC and the Acquisition Entities shall, (i) use their commercially reasonable efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; (b) obtain all material consents and approvals of, and provide notice to, of third parties that the Company and any of Buyerits Subsidiaries or any of SPAC or any of the Acquisition Entities, the Companyas applicable, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; provided, that (ii) cooperate to cause the Company shall not name of the Surviving Corporation to be required changed effective as of the Acquisition Closing Date to seek any such required consents or approvals respectively Grab Holdings Inc., including through the adoption of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at willappropriate corporate resolutions, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; and (ciii) use commercially reasonable efforts to take such other action as may be reasonably be necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX (including, in the other Parties set forth in ARTICLE X case of SPAC and PubCo, the use of commercially reasonable efforts to enforce its rights under the Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable practicable; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, including this Article VIII, shall require the Company, any of its Subsidiaries, SPAC or any Acquisition Entity or any of their respective Affiliates to (including providing A) commence or threaten to commence, pursue or defend against any reasonable and customary certificationsAction, negative assurance letterswhether judicial or administrative, auditor comfort letters and (B) seek to have any stay or Governmental Order vacated or reversed, (C) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, the Company or any of its Subsidiaries or SPAC, (D) take or commit to take actions that limit the freedom of action of any of PubCo, the Company, any of its Subsidiaries or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, the Company, any of its Subsidiaries or Material Subsidiaries or SPAC or (E) grant any financial, legal or other materials necessary to permit another Party to comply with its obligations accommodation to any underwriterother Person, capital markets advisor or financial advisor including agreeing to change any of any Party in connection with Transactions). Notwithstanding the foregoing, in no event shall any Buyer Party or any Acquired Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which any Acquired Company is a party or otherwise required in connection with the consummation of the Transactions, except as otherwise provided herein.

Support of Transaction. Without limiting any covenant contained in ARTICLE VII or ARTICLE VIII, including the obligations of the Company and Buyer with respect (a) Subject to the notifications, filings, reaffirmations other terms and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions conditions of this Section 9.01Agreement, Buyer and the Company Sellers shall each, and shall each cause their respective Subsidiaries to, use their commercially reasonable efforts to (ai) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; (b) obtain all material consents and approvals of, and provide notice to, third parties that any of Buyer, the Companytake, or cause their respective Affiliates are required to obtain promptly take, and to do, or providecause to be done promptly, as applicableall actions necessary, proper or advisable in order to consummate and make effective the Transactions; providedtransactions contemplated by this Agreement, that or to assist and cooperate with the Company shall not other Parties in doing or causing to be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to done the extent such Contract is otherwise terminable at willsame, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; and (cii) to take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X VII or otherwise to comply with this Agreement and to consummate the Transactions transactions contemplated hereby as soon as practicable. (b) Sellers shall use commercially reasonable efforts, and Buyer shall, and shall cause its Affiliates to, cooperate with Sellers to the extent commercially reasonable to do so, to give at the earliest practicable date all notices and obtain at the earliest practicable date all consents and approvals, in each case, that would be required as a result of, or to consummate, the transactions contemplated by this Agreement, including the notices, consents and approvals set forth on or required to be set forth on Schedule 3.4; provided, that Sellers shall distribute all such required notices and requests for consent no later than five (including providing 5) Business Days following the date of this Agreement; provided further that none of Buyer nor any reasonable and customary certificationsof its Affiliates shall be required to satisfy any portion of a fee or payment, negative assurance lettersor incur any expense, auditor comfort letters and other materials necessary to permit another obtain such consent or approval, other than de minimis administrative fees and expenses. (c) Except as otherwise expressly set forth herein, each Party to comply with shall be solely responsible for its obligations own costs and fees payable to any underwriter, capital markets advisor Governmental Authority or financial advisor of any Party in connection with Transactions). Notwithstanding the foregoing, in no event shall any Buyer Party or any Acquired Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which any Acquired Company is a party or otherwise required other Person in connection with the consummation of the Transactions, except as otherwise provided hereintransactions contemplated by this Agreement.

Support of Transaction. Without limiting any covenant contained in ARTICLE VII Article V or ARTICLE VIIIArticle VI, including the obligations of the Company Acquiror and Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Buyer and the Company Sellers shall each, and shall each cause their respective Subsidiaries to, use their commercially reasonable efforts to : (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of, and provide notice to, of third parties that any of BuyerAcquiror, the Company, Sellers or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; provided, that the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; transactions contemplated hereby and (c) take such other action actions as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X Article VIII or otherwise to comply with this Agreement and to consummate the Transactions transactions contemplated hereby as soon as practicable (including providing any reasonable and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party in connection with Transactions)practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Buyer Party Sellers or any Acquired Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which any Acquired such Company is a party or otherwise required party. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the consummation transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the TransactionsContract, except as otherwise provided hereinPermit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed).

Support of Transaction. Without limiting any covenant contained in ARTICLE VII Article V or ARTICLE VIIIArticle VI, including the obligations of the Company Acquiror and Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Buyer and the Company Sellers shall each, and shall each cause their respective Subsidiaries to, use their commercially reasonable efforts to : (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of, and provide notice to, of third parties that any of BuyerAcquiror, the Company, Sellers or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; provided, that the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; transactions contemplated hereby and (c) take such other action actions as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X Article VIII or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable (including providing any reasonable transactions contemplated hereby on the terms and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary subject to permit another Party to comply with its obligations to any underwriter, capital markets advisor satisfaction or financial advisor waiver of any Party in connection with Transactions)each of the conditions specified herein. Notwithstanding Without limiting the generality of the foregoing, promptly after the date hereof, if and when requested by Acquiror, Sellers shall cause the Companies to communicate with each Person identified on Schedule 3.4 regarding the transactions contemplated hereby and shall promptly, but in no any event within three (3) Business Days after learning thereof, inform Acquiror if any such Person thereafter terminates or materially reduces, or threatens in writing to terminate or reduce, its business with the Companies and promptly provide such further information with respect thereto as is available and reasonably requested by Acquiror. Furthermore, at the written request of Acquiror delivered within five (5) Business Days of the date hereof, the Sellers shall, and shall any Buyer Party or any Acquired Company be obligated to bear any material expense or pay any material fee or grant any material concession cause the Companies to, cooperate reasonably with Acquiror in connection with obtaining any consentsconsents required such that the Brazilian Lines of Credit remain outstanding after the Closing; provided that, authorizations without limiting any other amounts that are be included in the computation of Closing Date Indebtedness (including principal, interest, termination fees, prepayment penalties and other fees and expenses), any fees or approvals pursuant similar amounts required to be paid to cause such Brazilian Lines of Credit to remain outstanding shall be paid by Acquiror at or after the terms Closing and such fees or similar amounts shall not be included in the computation of any Contract to which any Acquired Closing Date Indebtedness, Closing Date Company is a party Transaction Expenses or otherwise required in connection with the consummation of the Transactions, except as otherwise provided hereinClosing Date Working Capital.

Support of Transaction. Without limiting or expanding any covenant contained in ARTICLE Article VII or ARTICLE Article VIII, including the obligations of the Company and Buyer Monocle with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 7.3 and Section 8.01, respectively8.2, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.019.1, Buyer Monocle and the Company shall each, and shall each cause their respective Subsidiaries to, use their commercially reasonable efforts to : (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents consents, clearances and approvals required to be obtained in connection with the Transactions; transactions contemplated hereby, including for the avoidance of doubt the FAA, European Aviation Safety Agency (“EASA”) or any applicable foreign Civil Aviation Authority (“CAA”), (b) use reasonable best efforts to obtain all material consents and approvals of, and provide notice to, of third parties that any of Buyerthe Monocle Parties, the Company, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; provided, that the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; Mergers and (c) take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE Article X or otherwise to comply with this Agreement and to consummate the Transactions transactions contemplated hereby as soon as practicable practicable, including, for the avoidance of doubt and with respect to (including providing i) Holder Representative, exercising the option described in Section 5.1 of the Amended and Restated Stockholders Agreement to cause each of the Company Stockholders to validly waive, in writing, pursuant to Delaware Law any reasonable and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary rights of appraisal or rights to permit another Party dissent from the Merger or to comply with its obligations to any underwriter, capital markets advisor or financial advisor demand fair value for such Company Stockholders’ equity securities of any Party the Company in connection with Transactionsthe Merger, in each case to the extent applicable and (ii) the Company, making available to Monocle for use in connection with, and contingent upon, the Closing, the cash and cash equivalents of the Company and its Subsidiaries (excluding (x) the aggregate amount of outstanding and unpaid checks issued by or on behalf of the Company or its Subsidiaries as of such time and (y) any cash or cash equivalents of the Company or its Subsidiaries not freely usable by the Company or its Subsidiaries because it is subject to restrictions, limitations or Taxes on use or distribution by Law, Contract or otherwise). Notwithstanding the foregoing, in no event shall any Buyer Party the Company or any Acquired Company of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any Acquired Company of its Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions, except as otherwise provided hereinMergers.

Support of Transaction. Without limiting any other covenant contained in ARTICLE VII or ARTICLE VIII, including the obligations of the Company and Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Buyer and the Company shall eachArticle V: (a) The Parties shall, and shall each cause their respective Subsidiaries Affiliates to, cooperate and use their commercially respective reasonable best efforts to (a) assembletake, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required or cause to be obtained in connection with the Transactions; (b) obtain taken, all material consents and approvals ofactions, and provide notice to, third parties that any of Buyer, the Companyto do, or their respective Affiliates are required cause to obtain be done, all things reasonably necessary, proper or provide, as applicable, in order to consummate the Transactions; provided, that the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company advisable under applicable Laws and Buyer; and (c) take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X regulations or otherwise to comply with this Agreement consummate and to consummate make effective the Transactions Purchase and Sale as soon as practicable (including providing and in any event prior to the Termination Date) and to take such actions or do such things as any other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in Article VI to be fully satisfied. (b) Seller Parent and each Seller, as appropriate, shall use commercially reasonable efforts to provide or facilitate reasonable access for Buyer, during normal business hours and customary certificationsin such manner as to not interfere with the normal operation of Seller Parent’s or Sellers’ respective businesses, negative assurance lettersto persons who will be Business Employees if employed immediately prior to Closing, auditor comfort letters in each case, for the purpose of allowing Buyer to determine matters relating to the post-Closing employment of such employees; provided, that any such access shall be (i) subject to and in accordance with the HSR Act and any other materials necessary antitrust or competition Laws, (ii) only upon reasonable advance notice and at mutually agreed times, (iii) conducted under the supervision of Seller Parent (or its applicable Representatives) and (iv) at Buyer’s sole cost and expense. Seller Parent and each Seller will reasonably cooperate with Buyer in setting up retention arrangements for such employees or categories of employees as Buyer specifies to permit another Party to comply with its obligations to Seller Parent, in each case, at Buyer’s sole cost and expense. (c) Except as expressly provided herein, nothing in this Agreement shall require any underwriterof Seller Parent, capital markets advisor or financial advisor Sellers of any Party in connection with Transactions). Notwithstanding the foregoing, in no event shall any Buyer Party or any Acquired Company be obligated of their respective Affiliates (i) to bear any material expense or pay any material fee consideration or offer or grant any material concession in connection with obtaining financial accommodation to induce a waiver or obtain a consent from any consents, authorizations Person or approvals pursuant (ii) to the agree to modify any terms of any Contract to which induce any Acquired Company is a party such waiver or obtain any such consent if such modification would become effective prior to Closing. (d) Buyer shall not, and shall cause its Affiliates not to, take any action or otherwise required acquire or agree to acquire equity or assets of, or other interests in, or merge or consolidate with (or agree to merge or consolidate with), any corporation, partnership, association or other business organization, or any business unit, division, Subsidiary or other portion thereof, in each case, that engages in the solid waste collection, transfer station, recycling or any other business competitive with the Business in the Geographic Region or within 40 miles of the boundary of the Geographic Region, if any such action would reasonably be expected to prevent or delay the expiration or termination of the waiting period under the HSR Act in connection with the consummation of the Transactions, except as otherwise provided hereinPurchase and Sale.

Support of Transaction. Without limiting any covenant contained in ARTICLE VII Article VI or ARTICLE VIII, including the obligations of the Company and Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01Article VII, Buyer and the Company shall each, and shall each cause their respective Subsidiaries to, use their commercially reasonable efforts to : (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of, and provide notice to, of third parties that any of Buyer, the Company, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; provided, that the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; Merger and (c) take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X Article IX or otherwise to comply with this Agreement and to consummate the Transactions transactions contemplated hereby as soon as practicable (including providing but in any reasonable event prior to the Termination Date). Buyer and customary certificationsthe Company shall each, negative assurance lettersand shall each cause their respective Subsidiaries to, auditor comfort letters reasonably cooperate to obtain consents and other materials necessary provide notices to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party the extent required in connection with Transactions)the transactions contemplated hereby pursuant to the terms of the leases of real property set forth on Schedule 8.1; provided that in no event shall any failure to obtain any such consent result in the failure of any closing condition to be satisfied. Notwithstanding the foregoing, in no event shall any Buyer Party (except as expressly set forth in this Agreement, including Section 8.2), the Company or any Acquired Company of its Subsidiaries be obligated to bear any material expense or pay any material fee (other than the payment of nominal administrative, processing or similar fees or charges) or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the Merger pursuant to the terms of any Contract to which the Company or any Acquired Company of its Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions, except as otherwise provided hereinparty.

Support of Transaction. (a) Without limiting any covenant contained in ARTICLE VII Article IV or ARTICLE VIIIArticle V, including the obligations of the Company Purchaser and Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Buyer and the Company Seller shall each, and Seller shall each cause their respective Subsidiaries the Companies to, : (a) use their commercially reasonable efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; transactions contemplated hereby, (b) use commercially reasonable efforts to obtain all material consents and approvals of, and provide notice to, of third parties that any of BuyerPurchaser, the Company, Seller or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; providedtransactions contemplated by this Agreement, that the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; and (c) take such other action as may be reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X Article VII or otherwise to comply with this Agreement and to consummate the Transactions transactions contemplated hereby as soon as practicable (including providing any reasonable and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party in connection with Transactions)practicable. Notwithstanding the foregoing, in no event shall any Buyer Party Purchaser, Seller, the Companies or any Acquired Company of their Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated by this Agreement pursuant to the terms of any Contract to which any Acquired Company of the Companies is a party. (b) Purchaser and Seller shall each shall give the other reasonably detailed written notice promptly upon learning of the occurrence of any event that would cause or constitute a breach, or that would have caused a breach had such event occurred or been known to such party prior to the date of this Agreement, of any of its representations or otherwise required warranties in connection with this Agreement. (c) Purchaser and Seller shall each promptly notify the other in writing upon: (i) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation of this Agreement or the Transactionstransactions contemplated hereunder, except as otherwise provided hereinor (ii) receiving any notice from any Governmental Authority of its intention to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, the consummation of this Agreement or such transactions or to nullify or render ineffective this Agreement or such transactions if consummated.

Support of Transaction. (a) Without limiting any covenant contained in ARTICLE VII Article VI or ARTICLE VIIIArticle VII, including the obligations except as otherwise set forth in Section 8.09 and Section 8.10, each of SPAC, Merger Sub and the Company and Buyer with respect to the notificationsshall, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Buyer and the Company shall each, and shall each cause their respective its Subsidiaries to, : (a) use their commercially reasonable efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; , (b) use commercially reasonable efforts to take, or cause to be taken, and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including using commercially reasonable efforts to obtain all material consents and approvals of, and provide notice to, of third parties and Governmental Authorities that any of BuyerSPAC, the Company, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; providedprovided that in no event shall SPAC, that Merger Sub, the Company shall not or its Subsidiaries be required obligated to seek bear any material expense, pay any material fee or grant any material concession in connection with obtaining any such required consents or approvals of third-party counterparties to Contracts with third parties (other than any Acquired Company to the extent such Contract is otherwise terminable at willGovernmental Authority), for convenience or upon or after the giving and none of thirty day notice of termination by a party thereto unless otherwise agreed in writing by SPAC, Merger Sub, the Company and Buyer; or its Subsidiaries shall agree to bear any such material expense or pay any such material fee without obtaining the prior written consent of the other Parties, and (c) take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Parties Party set forth in ARTICLE X Article IX or otherwise to comply with this Agreement Agreement. All fees, costs and to consummate the Transactions as soon as practicable (including providing any reasonable and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any expenses incurred by a Party in connection with Transactions). Notwithstanding obtaining the foregoing, in no event shall any Buyer Party or any Acquired Company governmental and regulatory consents required to be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which any Acquired Company is a party or otherwise required obtained in connection with the consummation Transactions shall be borne fifty percent (50%) by SPAC and fifty percent (50%) by the Company. The Company shall use commercially reasonable efforts to enter into an employment agreement with Xxxxx Xxxxxxx, in reasonable consultation with SPAC, to become effective as of the Transactions, except as otherwise provided herein.Closing,

Support of Transaction. Without limiting any covenant contained in ARTICLE VII or ARTICLE VIII, including the obligations (a) Each of the Company Parent and Buyer Purchaser agree to cooperate with respect to the notifications, filings, reaffirmations notices and applications described filings to be made in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict connection with the succeeding provisions consents, approvals, waivers and authorizations required in connection with the transactions contemplated hereby. Each of this Section 9.01Parent, Buyer Sellers and the Company Purchaser shall each, and shall each cause their respective Subsidiaries to, (i) use their commercially reasonable its best efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained by it in connection with the Transactions; transactions contemplated hereby (bincluding in respect of any Gaming Law), (ii) use its reasonable best efforts to obtain all material consents and approvals of, and provide notice to, of third parties that any of BuyerParent, the CompanySellers, Purchaser or their respective Affiliates are is required to obtain or provide, as applicable, in order to consummate the Transactions; providedtransactions contemplated hereby, that the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; and (ciii) take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X Article 7 or otherwise to comply with this Agreement Agreement. In connection therewith and not in limitation thereof, each party shall take or cause to be taken all actions reasonably necessary in relation to (i) obtaining of all necessary waivers, consents, authorizations and approvals from Governmental Authorities and the making of necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, and (ii) the defending of any legal proceedings challenging the consummation of any of the transactions contemplated by this Agreement. (b) In furtherance of the foregoing, Purchaser agrees that it will comply with any requirements imposed by Governmental Authorities as a condition of Purchaser's obtaining any Regulatory Authorizations required to be obtained by it in order to consummate the Transactions as soon as practicable transactions contemplated hereby which requirements would not (including providing any reasonable and customary certificationseither individually or in the aggregate) have a material adverse effect on the business, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor operations or financial advisor condition of Purchaser and its Subsidiaries taken as a whole, including without limitation divestiture of any Party in connection with Transactions). Notwithstanding Non-Primary Properties. (c) In furtherance of the foregoing, Parent agrees that it will use its reasonable best efforts to obtain consents required under Contracts, or other third party consents required to consummate the transactions contemplated hereby ("THIRD PARTY CONSENTS"), and Purchaser will cooperate in no event all reasonable respects, and work together with Parent to obtain such Third Party Consents; PROVIDED, HOWEVER, that Parent shall any Buyer Party or any Acquired Company not be obligated required to bear make any material expense or pay expenditures to obtain such Third Party Consents and Purchaser shall not be required to agree to any material fee or grant any material concession modifications to Contracts in connection with obtaining any consents, authorizations or approvals pursuant order to the terms of any Contract to which any Acquired Company is a party or otherwise required in connection with the consummation of the Transactions, except as otherwise provided hereinobtain such Third Party Consents.

Support of Transaction. (a) Without limiting any covenant contained in ARTICLE VII Article V or ARTICLE VIIIArticle VI, including the obligations of the Company Acquiror, Parent and Buyer Seller with respect to the notifications, filings, reaffirmations and applications set forth on Schedule 3.5 as described in Section 7.03 5.3 and Section 8.01, respectively6.1, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.017.1, Buyer Acquiror, on the one hand, and Seller and Parent, on the Company other hand, shall each, and shall each cause their respective Subsidiaries to, : (i) use their commercially reasonable efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; transactions contemplated hereby, (bii) use commercially reasonable efforts to obtain all material consents and approvals of, and provide notice to, of third parties that any of BuyerAcquiror, the CompanySeller, Parent or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; providedSale and to perform their obligations under the Transaction Documents and the Permits set forth on Schedule 8.2(c)(vii), that the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; and (ciii) take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X Article VIII or otherwise to comply with this Agreement and to consummate the Transactions transactions contemplated hereby as soon as practicable (including providing and, in any reasonable and customary certificationsevent, negative assurance letters, auditor comfort letters and other materials necessary prior to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party in connection with Transactions)the Termination Date. Notwithstanding the foregoing, except to the extent reimbursable pursuant to the TSA, in no event shall any Buyer Party Acquiror, Parent, Seller or any Acquired Company of their respective Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Parent, Seller or any Acquired Company of their respective Subsidiaries is a party or otherwise required in connection with the consummation of the TransactionsSale and the transactions contemplated by the Transaction Documents. (b) Without limiting the obligations under Section 7.1(a), except Parent and Seller will provide written notice of the pending transactions contemplated hereby to each counterparty to (i) a Contract set forth on Schedule 3.3 or Schedule 8.2(c)(iii) and request such counterparty’s written consent to the transactions contemplated hereby and in the other Transaction Documents promptly following the date hereof and (ii) unless the parties otherwise agree, to each other Contract that is expected to be an Assumed Contract promptly (to the extent reasonably practicable) following the date hereof. All such notices shall be in form and substance reasonably satisfactory to Acquiror. Parent and Seller shall promptly advise Acquiror of all material communications (and provide copies of any written communications) received from any such counterparties in respect of such requests or any counterparty in respect of any Contract that is expected to be an Assumed Contract and is related to the transactions contemplated hereby or in the other Transaction Documents, and shall promptly provide Acquiror with copies of any written responses thereto. Parent and Seller shall consult with Acquiror with respect to any such communications and shall afford Acquiror a reasonable opportunity to participate in any meeting (in person or telephonic) between Parent, Seller or any of their Affiliates, on one hand, and such counterparty, on the other hand, to address any concerns raised by such communications. (c) If and to the extent that the valid, complete and perfected transfer or assignment of any Contract included in the Chinese Cometals Assets or Russian Cometals Assets (and the assumption of the related Chinese Cometals Assumed Liability or Russian Cometals Assumed Liability), whether before or after giving effect to the consummation of the transactions contemplated by this Agreement or the Contribution Agreement, would be a violation of applicable Law, or require any Approvals or Notifications that have not been obtained or made by the Effective Time or are required to be obtained or made by this Agreement but that have not been obtained or made by the Closing, then the terms of Section 2.5 of the Contribution Agreement shall apply mutatis mutandis to such transfer or assignment as otherwise provided hereinset forth therein, with CMC China and CMC Russia Rep Office as the assignors and Traxys China and Traxys Russia as the assignees, as applicable.

Support of Transaction. Without limiting any covenant contained in ARTICLE VII Article IX or ARTICLE VIIIArticle X, including the obligations of JV GmbH, PP Holding, PubCo, Merger Sub, the Company Shareholders and Buyer SEDA with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.0111.02, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.0111.01, Buyer JV GmbH, PP Holding, PubCo, Merger Sub, the Shareholders and the Company SEDA shall each, and JV GmbH and the Shareholders shall each cause their respective Subsidiaries to, use their commercially reasonable efforts to : (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; (b) use reasonable best efforts to obtain all material consents and approvals of, and provide notice to, of third parties that any of BuyerJV GmbH, PP Holding, PubCo, Merger Sub, the Company, Shareholders and SEDA or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; provided, that the Company shall not be including any required to seek any such required consents or approvals of third-party counterparties parties to the Aerospace Business Assets or material Contracts with any Acquired Company to the extent such Contract is otherwise terminable at willPP Holding, for convenience JV GmbH or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and BuyerJV GmbH’s Subsidiaries; and (c) take such other action as may reasonably be necessary or as another Party party hereto may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X Article XII or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable (including providing any reasonable and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party in connection with Transactions)practicable. Notwithstanding the foregoing, in no event shall any Buyer Party JV GmbH, PP Holding, PubCo, Merger Sub, the Shareholders, SEDA or any Acquired Company JV GmbH’s Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract pertaining to the Aerospace Business or to which any Acquired Company PP Holding, JV GmbH or JV GmbH’s Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions, except as otherwise provided hereinother than filing and similar fees payable to Governmental Authorities, including in respect of CFIUS, which shall be paid in accordance with Section 14.07(b).

Support of Transaction. Without limiting any covenant contained in ARTICLE VII ‎Article 7 or ARTICLE VIII‎Article 8, including the obligations of the Company and Buyer SPAC with respect to the notifications, filings, reaffirmations and applications described in Section ‎Section 7.03 and Section ‎Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section ‎Section 9.01, Buyer SPAC and the Company shall each, and shall each cause their respective Subsidiaries to, : (a) use their commercially reasonable efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; , (b) use commercially reasonable efforts to obtain all material consents and approvals of, and provide notice to, of third parties that any of BuyerSPAC, the Company, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; providedprovided that, that the Company shall not be required to seek any such required consents or approvals of third-third party counterparties to Material Contracts with any Acquired the Company or its Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; SPAC, and (c) take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Parties Party set forth in ARTICLE X ‎Article 10 or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable (including providing any reasonable and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party in connection with Transactions)practicable. Notwithstanding the foregoing, in no event shall any Buyer Party SPAC, Merger Sub, the Company or any Acquired Company of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any Acquired Company of its Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions. Without breach of any representation, except warranty, covenant or agreement of the Company under this Agreement or the Confidentiality Agreement and notwithstanding anything to the contrary contained herein or therein, the Company or any of its Subsidiaries may, following consultation with SPAC in good faith, purchase and/or sell (but may not redeem (including through the SPAC Stockholder Redemption)) shares of SPAC Class A Common Stock at any time prior to the Closing; provided that, the Company shall cause all shares so acquired that are owned by the Company or any of its Subsidiaries as otherwise provided hereinof the record date established pursuant to ‎Section 9.02(e) to be voted in favor of each of the SPAC Stockholder Matters.

Support of Transaction. Without limiting any covenant contained in ARTICLE Article VII or ARTICLE Article VIII, including the obligations of the Company and Buyer Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Buyer Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to, : (a) use their commercially reasonable efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; , (b) use reasonable efforts to obtain all material consents and approvals of, and provide notice to, of third parties that any of BuyerAcquiror, the Company, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; providedprovided that, that to the extent agreed to by Acquiror, the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Material Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; or its Subsidiaries, and (c) take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Parties Party set forth in ARTICLE Article X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable (including providing any reasonable and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party in connection with Transactions)practicable. Notwithstanding the foregoing, in no event shall any Buyer Party Acquiror, First Merger Sub, Second Merger Sub, the Company or any Acquired Company of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any Acquired Company of its Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions, except as otherwise provided herein.

Support of Transaction. Without limiting any covenant contained in ARTICLE VII Article VIII or ARTICLE VIIIArticle IX, including the obligations of the Company and Buyer Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 8.03 and Section 8.019.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.0110.01, Buyer Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to, : (a) use their commercially reasonable efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; , (b) use commercially reasonable efforts to obtain all material consents and approvals of, and provide notice to, of third parties that any of BuyerAcquiror, the Company, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; providedprovided that, that Holdings and the Company shall not be required to seek any such required consents or approvals of third-third party counterparties to Material Contracts with any Acquired the Company or its Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; Company, and (c) take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Parties Party set forth in ARTICLE X Article XI or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable (including providing any reasonable and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party in connection with Transactions)practicable. Notwithstanding the foregoing, in no event shall any Buyer Party Acquiror, Merger Sub, Holdings, the Company or any Acquired Company of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any Acquired Company of its Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions. Without breach of any representation, except warranty, covenant or agreement of Holdings or the Company under this Agreement or the Confidentiality Agreement and notwithstanding anything to the contrary contained herein or therein, the Company, Holdings or any of their respective Subsidiaries and Affiliates may purchase and/or sell (but may not redeem (including through the Acquiror Stockholder Redemption)) shares of Acquiror Class A Common Stock at any time prior to the Closing; provided that, the Company and Holdings shall cause all shares so acquired that are owned by the Company, Holdings or any of their respective Subsidiaries or Affiliates as otherwise provided hereinof the record date established pursuant to Section 10.02(b) to be voted in favor of each of the Acquiror Stockholder Matters.

Support of Transaction. Without limiting any covenant contained in ARTICLE VII Article VI or ARTICLE VIIIArticle VII, including the obligations of the Company and Buyer SPAC with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 6.03 and Section 8.017.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.018.01, Buyer SPAC and the Company shall each, and shall each cause their respective Subsidiaries to, : (a) use their commercially reasonable efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) ), in cooperation and consultation with each other, as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; , including any required approvals of the FCC, the FAA, or State Regulators for transfers of control of the holders of the Company Licenses and the RDOF Subsidiary, (b) use commercially reasonable efforts to obtain all material consents and approvals of, and provide notice to, of third parties and Governmental Authorities that any of BuyerSPAC, the Company, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; provided, that including any required approvals of parties to Material Contracts with the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at willits Subsidiaries, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; and (c) take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable (including providing any reasonable and customary certificationspracticable, negative assurance lettersin each case, auditor comfort letters and other materials necessary subject to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party in connection with Transactions)applicable fiduciary duties. Notwithstanding the foregoing, in no event shall any Buyer Party SPAC, Merger Sub, the Company or any Acquired Company its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which any Acquired the Company or its Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions, except as otherwise provided herein. SPAC and the Company shall each pay 50% of all filing fees required by a Governmental Authority in connection with any approval required under clause (a) above.

Support of Transaction. Without limiting any covenant contained in ARTICLE VII VIII or ARTICLE VIIIIX, including the obligations of the Company and Buyer Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 8.03 and Section 8.019.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.0110.01, Buyer Acquiror, Holdings and the Company shall each, and shall each cause their respective Subsidiaries to, to use their commercially reasonable efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; , (b) obtain all material consents and approvals of, and provide notice to, of third parties that any of BuyerAcquiror, the Company, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; providedprovided that, that Holdings and the Company shall not be required to seek any such required consents or approvals of third-third party counterparties to Material Contracts with any Acquired the Company or its Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; Acquiror, and (c) take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the any other Parties Party set forth in ARTICLE X XI or otherwise to comply with this Agreement and to consummate and make effective the Transactions as soon as practicable (including providing any reasonable and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party in connection with Transactions)practicable. Notwithstanding the foregoing, in no event shall any Buyer Party Acquiror, Merger Sub, Holdings, the Company or any Acquired Company of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any Acquired Company of its Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions. Without breach of any representation, except warranty, covenant or agreement of Holdings or the Company under this Agreement or the Confidentiality Agreement and notwithstanding anything to the contrary contained herein or therein, the Company, Holdings or any of their respective Subsidiaries and Affiliates may purchase and/or sell (but may not redeem (including through the Acquiror Stockholder Redemption)) shares of Acquiror Common Stock at any time prior to the Closing; provided that, the Company and Holdings shall cause all shares so acquired that are owned by the Company, Holdings or any of their respective Subsidiaries or Affiliates as otherwise provided hereinof the record date established pursuant to Section 10.02(b) to be voted in favor of each of the Acquiror Stockholder Matters.

Support of Transaction. Without limiting any covenant contained in ARTICLE VII Article VIII or ARTICLE VIIIArticle IX, including the obligations of the Company Company, PubCo, Merger Sub, the Major Shareholders and Buyer RMG II with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 8.03 and Section 8.019.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.0110.01, Buyer PubCo, Merger Sub, the Company, the Major Shareholders and the Company RMG II shall each, and shall each cause their respective Subsidiaries to, use their commercially reasonable efforts to : (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; (b) use reasonable best efforts to obtain all material consents and approvals of, and provide notice to, of third parties that any of BuyerPubCo, Merger Sub, RMG II, the Company, the Major Shareholders or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; provided, that including any required approvals of parties to material Contracts with the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyerits Subsidiaries; and (c) take such other action as may reasonably be necessary or as another Party party hereto may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X Article XI or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable (including providing any reasonable and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party in connection with Transactions)practicable. Notwithstanding the foregoing, in no event shall any Buyer Party PubCo, Merger Sub, RMG II, the Major Shareholders, the Company or any Acquired Company the Company’s Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any Acquired Company of its Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions, except as otherwise provided hereinother than filing and similar fees payable to Governmental Authorities, which shall be borne by the Company or its Subsidiaries.

Support of Transaction. Without limiting any covenant contained in ARTICLE Article VI, Article VII or ARTICLE Article VIII, including the obligations of the Company and Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Buyer and the Company Seller shall each, and shall each cause their respective Subsidiaries to, use their commercially reasonable efforts to : (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of, and provide notice to, of third parties that any of Buyer, the CompanySeller, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; providedtransactions contemplated by this Agreement, that the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; and (c) promptly take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X Article IX or otherwise to comply with this Agreement and to consummate the Transactions transaction contemplated hereby as soon as practicable (including providing but in any reasonable and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary event prior to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party in connection with Transactionsthe Termination Date). Notwithstanding the foregoingExcept as otherwise specifically provided herein, in no event shall any Buyer Party or any Acquired Company be obligated to bear any material expense or pay any material fee or grant of any material concession in connection with obtaining any consents, authorizations or approvals pursuant required in order to consummate the transactions contemplated by this Agreement shall be borne and paid fifty percent (50%) by Seller and fifty percent (50%) by Buyer. Buyer furthermore shall use its reasonable best efforts (including by substituting an equivalent guaranty and/or a letter of credit of Buyer or an Affiliate thereof) to cooperate with Seller to obtain as soon as practicable following the date hereof (and to be effective from and following the Closing) the full and irrevocable release of Seller from all of its liabilities and obligations under and with respect to the terms Lease Guaranty with respect to matters first arising or occurring after the Closing, subject to the term of, and only to the extent contemplated by, the Lease Guaranty; provided, however, that notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, (a) such release of any Contract Seller with respect to the Lease Guaranty shall not be a condition of Seller’s obligation to consummate the Closing, and (b) in the event such release of Seller is not obtained prior to the Closing, Buyer shall, from and after the Closing, indemnify Seller with respect to Damages that Seller may incur or suffer directly in respect of a claim by the landlord under the Lease Guaranty which any Acquired Company is caused by a party breach or otherwise required in connection with default under the consummation Wisconsin Lease first arising or occurring after the Closing Date as a direct result of the Transactions, except as otherwise provided hereinactions of Buyer or an Affiliate thereof (including a member of the Company Group).

Support of Transaction. Without limiting any covenant contained in ARTICLE VII Article VI or ARTICLE VIII, including the obligations of the Company and Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01Article VII, Buyer and the Company shall each, and shall each cause their respective Subsidiaries to, : (a) use their commercially reasonable efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; transactions contemplated hereby, (b) use commercially reasonable efforts to obtain all material consents and approvals of, and provide notice to, of third parties that any of Buyer, the Company, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; providedMerger, that the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; and (c) take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X Article IX or otherwise to comply with this Agreement and to consummate the Transactions transaction contemplated hereby as soon as practicable (including providing any reasonable and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party in connection with Transactions)practicable. Notwithstanding the foregoing, in no event shall any Buyer Party Buyer, the Company or any Acquired Company of their respective Subsidiaries be obligated to bear any material expense or pay any material fee fee, other than any routine filing fees, or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the Merger pursuant to the terms of any Contract to which the Company or any Acquired Company of its Subsidiaries is a party party. Anything contained in this Agreement (including Sections 6.3 and 7.1) to the contrary notwithstanding, none of Buyer, the Company or otherwise any of their respective Subsidiaries will be required to divest (or agree to divest) any business or assets (other than one or more businesses (or the assets thereof) of the Company or any of its Subsidiaries which businesses together have aggregate annual revenues of no greater than $3,500,000) in connection with the consummation of the Transactionstransactions contemplated by this Agreement, except as otherwise provided hereinand the Company and its Subsidiaries shall not, without the prior written consent of Buyer, take any such action.

Support of Transaction. Without limiting any covenant contained (a) Prior to the Termination Date (as defined below) as to such Party and subject to the terms and conditions hereof, each Party hereby covenants and agrees to (i) support the Transaction embodied in ARTICLE VII or ARTICLE VIIIthe Term Sheet, including (ii) negotiate in good faith, and use its good faith efforts, to execute, as expeditiously as practicable, the obligations Definitive Documents, each of which shall be in form and substance acceptable to the Company and Buyer the Consenting Noteholders of a majority of the Restricted Debt Holdings (the “Required Holders”) (provided, that the Backstop Commitment Agreement, the amended offering memorandum (the “Amended Offering Memorandum”), consistent with the Term Sheet, including a Descriptions of Notes for each of the New First Lien Notes and the Second Lien Subordinated Notes (together, the “Descriptions of Notes”), the Subscription Agreement and the Escrow Agreement and the Noteholder Representative Appointment Letter shall be in the form attached hereto as Exhibit B, Exhibit C, Exhibit D, Exhibit E and Exhibit F, respectively; provided, further, that the Intercreditor Agreement shall be acceptable in form and substance to Consenting Noteholders holding at least 662/3% of the Restricted Debt Holdings, as of the date on which the consent or approval is solicited, in their sole discretion (it being understood that, notwithstanding anything herein to the contrary, this second proviso may only be amended or amended in whole or in part with respect to all Consenting Noteholders by a written instrument executed by Consenting Noteholders holding at least 662/3% of the notificationsRestricted Debt Holdings, filingsas of the date on which the consent or approval is solicited, reaffirmations and applications described in Section 7.03 and Section 8.01their sole discretion, respectivelyand, which obligations if so waived, all Consenting Noteholders shall control to the extent of any conflict with the succeeding provisions of this Section 9.01be bound by such waiver or amendment)), Buyer and the Company shall each, and shall each cause their respective Subsidiaries to, (iii) use their commercially reasonable efforts to consummate and complete the Transaction, and (aiv) assemblenot take any action, prepare and file or fail to take any information (andaction, as needednor encourage any other person or entity to take any action or fail to take any action, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required that is materially inconsistent with or that would prevent, interfere with, forestall, delay or impede the consummation of the Transaction. The Company will cause the Amended Exchange Offer to be obtained in connection with the Transactions; open for a period of ten (10) business days. (b) obtain all material consents and approvals of, and provide notice to, third parties that any of Buyer, the Company, or their respective Affiliates are required to obtain or provide, as applicable, As contemplated in order to consummate the Transactions; provided, that the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; and (c) take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X or otherwise to comply with this Agreement and to consummate be reflected in the Transactions as soon as practicable (including providing any reasonable Definitive Documents and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party in connection with Transactions). Notwithstanding the foregoing, in no event shall any Buyer Party or any Acquired Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant subject to the terms and conditions hereof and thereof, prior to the Termination Date as to such Consenting Noteholder, each Consenting Noteholder shall tender, or cause and/or direct the tender of, its Existing Subordinated Notes in the Amended Exchange Offer in the amount of its Restricted Debt Holdings on or prior to the early tender deadline contemplated in the Amended Offering Memorandum, and any additional Existing Subordinated Notes subsequently acquired by such Holder prior to such early tender deadline, to the extent practicable, or otherwise by the tender deadline contemplated in the Amended Offering Memorandum. (c) Prior to the Termination Date, the Company will (i) not, and will not encourage any other person or entity to, solicit, negotiate or enter into any agreement with respect to any Alternative Transaction, and (ii) provide prompt written notice to the Required Holders and Milbank (and in any event no later than one (1) calendar day) of the receipt of any Contract to which any Acquired proposal or expression of interest, whether written or oral, in undertaking an Alternative Transaction that the Company is a party or otherwise required evaluating in connection with good faith, including the consummation terms thereof and the identity of the Transactions, except as otherwise provided hereinperson or group of persons involved.

Support of Transaction. Without limiting any covenant contained in ARTICLE VII or ARTICLE VIII, including the obligations of the Company CorpAcq Holdco and Buyer CCVII with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively9.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.019.02, Buyer CCVII and the Company CorpAcq Parties shall each, and shall each cause their respective Subsidiaries to, : (a) use their commercially reasonable efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; (b) obtain all material consents and approvals of, and provide notice to, of third parties that any of BuyerCCVII, the CompanyCorpAcq Holdco, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; provided, that provided that, CorpAcq Holdco and the Company shall not be required to seek any such required consents or approvals of third-third party counterparties to Material Contracts with any Acquired the Company or CorpAcq Holdco or its Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company CxxxXxx Xxxxxx and Buyer; CCVII, and (cb) use reasonable best efforts to take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Parties Party set forth in ARTICLE X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable (including providing any reasonable and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party in connection with Transactions)practicable. Notwithstanding the foregoing, in no event shall any Buyer Party CCVII, CorpAcq Holdco, the Company, Merger Sub or any Acquired Company of their Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which CorpAcq Holdco or any Acquired Company of its Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions, except as otherwise provided herein.

Support of Transaction. Without limiting any covenant contained in ARTICLE VII or ARTICLE VIII, including the obligations (a) Each of the Company Sellers and Buyer Purchaser agree to cooperate with respect to the notifications, filings, reaffirmations notices and applications described filings to be made in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict connection with the succeeding provisions consents, approvals, waivers and authorizations required in connection with the transactions contemplated hereby. Each of this Section 9.01, Buyer Sellers and the Company Purchaser shall each, and shall each cause their respective Subsidiaries to, (i) use their its commercially reasonable and diligent efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained by it in connection with the Transactions; transactions contemplated hereby (bincluding in respect of any Gaming Law), (ii) use its commercially reasonable diligent efforts to obtain all material consents and approvals of, and provide notice to, of third parties that any of BuyerSellers, the Company, Purchaser or their respective Affiliates are is required to obtain or provide, as applicable, in order to consummate the Transactions; providedtransactions contemplated hereby, that the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; and (ciii) take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X Article 7 or otherwise to comply with this Agreement Agreement, and to complete resolution of various pending title matters. In connection therewith and not in limitation thereof, each party shall take or cause to be taken all actions reasonably necessary in relation to (i) obtaining of all necessary waivers, consents, authorizations and approvals from Governmental Authorities or other parties and the making of necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, and (ii) the defending of any legal proceedings challenging the consummation of any of the transactions contemplated by this Agreement. (b) In furtherance of the foregoing, Purchaser agrees that it will comply with any requirements imposed by Governmental Authorities as a condition of Purchaser's obtaining any Regulatory Authorizations required to be obtained by it in order to consummate the Transactions as soon as practicable transactions contemplated hereby. (including providing any reasonable and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor c) In furtherance of any Party in connection with Transactions). Notwithstanding the foregoing, Sellers agree that they will use their reasonable best efforts to obtain consents required under Contracts, or other third party consents required to consummate the transactions contemplated hereby ("Third Party Consents"), and Purchaser will cooperate in no event all reasonable respects, and work together with Parent to obtain such Third Party Consents; provided, however, that Sellers shall any Buyer Party or any Acquired Company not be obligated required to bear make any material expense expenditures to obtain such Third Party Consents. Further, if any such consent is not obtained Sellers shall reasonably cooperate with Purchaser to provide for Purchaser the benefit, monetary or pay any material fee or grant any material concession in connection with obtaining any consentsotherwise, authorizations or approvals pursuant to the terms of any such Contract to which including enforcement of any Acquired Company is a and all rights of Sellers against the other party thereto arising out of any breach or cancellation thereof by such party or otherwise required in connection with the consummation of the Transactions, except as otherwise provided hereinotherwise. Any such cooperation shall not cause Sellers to violate any such Contract.

Support of Transaction. Without limiting any covenant contained in ARTICLE Article VII or ARTICLE Article VIII, including the obligations of the Company Company, the Seller Parties and Buyer FPAC with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Buyer the Company, the Seller Parties, New Topco and the Company FPAC shall each, and shall each cause their respective Subsidiaries to, use their commercially reasonable efforts to : (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, including with respect to the matter set forth on Schedule 9.01(a); (b) use reasonable best efforts to obtain all material consents and approvals of, and provide notice to, of third parties that any of Buyer, the Company, the Seller Parties, New Topco and FPAC or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; provided, that including any required approvals of parties to material Contracts with the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and BuyerSubsidiaries; and (c) take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE Article X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable (including providing any reasonable and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party in connection with Transactions)practicable. Notwithstanding the foregoing, in no event shall any Buyer Party party or any Acquired Company its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which any Acquired the Company or the Company Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions, except as otherwise provided hereinother than filing and similar fees payable to Governmental Authorities, which shall be borne by the Company or the Company Subsidiaries.

Support of Transaction. Without limiting any covenant contained in ARTICLE VII or ARTICLE VIII, including the obligations (a) Each of the Company Parent and Buyer Purchaser agree to cooperate with respect to the notifications, filings, reaffirmations notices and applications described filings to be made in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict connection with the succeeding provisions consents, approvals, waivers and authorizations required in connection with the transactions contemplated hereby. Each of this Section 9.01Parent, Buyer Sellers and the Company Purchaser shall each, and shall each cause their respective Subsidiaries to, (i) use their commercially reasonable its best efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained by it in connection with the Transactions; transactions contemplated hereby (bincluding in respect of any Gaming Law), (ii) use its reasonable best efforts to obtain all material consents and approvals of, and provide notice to, of third parties that any of BuyerParent, the CompanySellers, Purchaser or their respective Affiliates are is required to obtain or provide, as applicable, in order to consummate the Transactions; providedtransactions contemplated hereby, that the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; and (ciii) take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X Article 7 or otherwise to comply with this Agreement Agreement. In connection therewith and not in limitation thereof, each party shall take or cause to be taken all actions reasonably necessary in relation to (i) obtaining of all necessary waivers, consents, authorizations and approvals from Governmental Authorities and the making of necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, and (ii) the defending of any legal proceedings challenging the consummation of any of the transactions contemplated by this Agreement. (b) In furtherance of the foregoing, Purchaser agrees that it will comply with any requirements imposed by Governmental Authorities as a condition of Purchaser's obtaining any Regulatory Authorizations required to be obtained by it in order to consummate the Transactions as soon as practicable transactions contemplated hereby which requirements would not (including providing any reasonable and customary certificationseither individually or in the aggregate) have a material adverse effect on the business, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor operations or financial advisor condition of Purchaser and its Subsidiaries taken as a whole, including without limitation divestiture of any Party in connection with Transactions). Notwithstanding Non-Primary Properties. (c) In furtherance of the foregoing, Parent agrees that it will use its reasonable best efforts to obtain consents required under Contracts, or other third party consents required to consummate the transactions contemplated hereby ("Third Party Consents"), and Purchaser will cooperate in no event all reasonable respects, and work together with Parent to obtain such Third Party Consents; provided, however, that Parent shall any Buyer Party or any Acquired Company not be obligated required to bear make any material expense or pay expenditures to obtain such Third Party Consents and Purchaser shall not be required to agree to any material fee or grant any material concession modifications to Contracts in connection with obtaining any consents, authorizations or approvals pursuant order to the terms of any Contract to which any Acquired Company is a party or otherwise required in connection with the consummation of the Transactions, except as otherwise provided hereinobtain such Third Party Consents.

Support of Transaction. Without limiting any covenant contained in ARTICLE VII or ARTICLE VIII, including the obligations of the Company and Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Buyer and the Company shall each, and shall each cause their respective Subsidiaries to, use their commercially reasonable efforts to (a) assemble, prepare Upon the terms and file any information (and, as needed, subject to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; (b) obtain all material consents and approvals of, and provide notice to, third parties that any conditions of Buyerthis Agreement, the Company, Acquiror and Merger Sub shall use their reasonable best efforts to take, or their respective Affiliates are required cause to obtain or providebe taken, as applicableall actions, in order to consummate the Transactions; provided, that the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer; and (c) take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Parties set forth in ARTICLE X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable (including providing any reasonable and customary certificationsdo, negative assurance lettersor cause to be done, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriterall things necessary, capital markets advisor proper or financial advisor of any Party in connection with Transactions). Notwithstanding the foregoing, in no event shall any Buyer Party or any Acquired Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which any Acquired Company is a party or otherwise required advisable in connection with the consummation of the Transactions, except including the preparation and filing of all forms, registrations and notices required to be filed with Governmental Authorities or other Persons in connection with the consummation of the transactions contemplated hereby, and the taking of such actions as otherwise are reasonably necessary to obtain any requisite Consents from any Governmental Authority or other Person. In addition, the Parties shall not take any action (other than any action required to be taken under the terms of this Agreement or required under Applicable Law or to which the other Parties shall have granted their consent) that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any Consent from any Governmental Authority or other Person necessary, proper or advisable to consummate the Transaction; provided, however, that, notwithstanding anything in this Agreement to the contrary, Holder 2 shall not be required to provide any information in any regulatory filing that has not previously been provided hereinto Governmental Authorities in the United States and notwithstanding any other provision of this Agreement, Holder 2 shall be permitted to engage in discussions with a Governmental Authority that has requested such information from Holder 2 in order to limit the information to be provided by Holder 2 to such Governmental Authority if (i) Holder 2 has first provided written notice of such discussion or discussions to Acquiror and (ii) such discussions are limited to the information to be provided by Holder 2 to such Governmental Authority. Further, the Parties agree that Acquiror or an Affiliate thereof will be the advocate before any Governmental Authority or other Person in connection with the transactions contemplated by this Agreement and will control all efforts that are necessary to obtain any requisite Consents from any Governmental Authority or other Person, in each case in good faith and close cooperation with the Company. Acquiror shall also have the right to reasonably determine the content, terms and conditions of any applications and filings, including any amendments and supplements to such applications and filings, necessary or appropriate in connection with the Transactions and to resolve any investigation or other inquiry of any Governmental Authority (and the staff thereof) in each case, as may be necessary or reasonably advisable to be made or obtained (in the case of such applications or filings) or resolved (in the case of such investigations or inquiries), in connection with the execution, delivery and performance of this Agreement and the consummation of the Transactions contemplated hereby. The Company and the Primary Holders agree that they shall not initiate any contact with any Governmental Authority in connection with the Transactions contemplated hereby and shall not make any filings with the Bankruptcy Court or with the PUCT, in each case, without the prior consent of the Acquiror, such consent to not be unreasonably withheld, conditioned or delayed. (b) Without limiting the generality of Section 7.1(a), but subject to the last sentence of Section 6.1, (i) none of the Company nor the Primary Holders shall intentionally take or permit the Subsidiary to take any action that is reasonably likely to prevent or delay in any material respect the consummation of the transactions contemplated by the EFH Merger Agreement or the Oncor Transactions, and (ii) the Company and the Subsidiary shall exercise its rights, if any, that it has as an equity holder of Oncor or as a party to the Oncor LLC Agreement (including its right to consent and vote), if any, and take other actions within its reasonable control so as to cause Oncor to comply with its covenants and agreements set forth in the Oncor Letter Agreement. (c) Each of the Parties will use reasonable best efforts to obtain (i) from EFH the XXX Transfer Restriction Waiver and (ii) to the extent required by applicable Law, a Final Order of the Bankruptcy Court approving the execution, delivery and performance by EFH of the XXX Transfer Restriction Waiver. (d) Nothing in this Agreement, including this Section 7.1, shall require, or be construed to require, Acquiror, Merger Sub or any of their Affiliates to agree to the sale, license, divestiture, hold separate or other disposition of any assets, categories of assets or businesses or other segments of Acquiror or Merger Sub or any of their respective Affiliates.