Common use of Third Party Consents Clause in Contracts

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.

Third Party Consents. To (a) Unless Purchaser elects not to assume the extent that any Assumed ContractBanking Center Lease (and the corresponding Equipment Leases) pursuant to Section 1.10, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain from lessors or sublessors under Equipment Leases any and all consents necessary for to the effective assignment to and assumption by Buyer of such leases required under the terms thereof in connection with the consummation of the Assumed Contracts, transactions contemplated hereby (the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer“Lessor Consents”). If any such consent Lessor Consent shall not have been obtained prior to the Closing then, notwithstanding any other provision hereof, the applicable Equipment Lease shall not be assigned to Purchaser at Closing and the parties shall negotiate in good faith and Seller and Purchaser shall use their commercially reasonable efforts to make alternative arrangements reasonably satisfactory to Seller and Purchaser that provide Purchaser, to the extent reasonably practicable, the benefits of the properties subject to Equipment Leases in a manner that does not violate the applicable Equipment Lease. If any alternative arrangement is implemented between Seller and Purchaser at or prior to the Closing, the parties shall continue after the Closing to exercise their commercially reasonable efforts to obtain the related consents that could not be obtained prior to the Closing, and, if such consent is obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed assign to provide for Buyer Purchaser the benefits intended applicable Equipment Lease pursuant to be the terms of this Agreement applicable to leases assigned * Certain information on this page at the Closing, and the parties shall restructure the applicable alternative arrangement. (b) Unless Seller has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect directed by Purchaser to the omitted portions. give notice of termination to Buyer all vendors under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost related Assignable Contracts and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and elects not to the extent that such arrangement cannot be made, Buyer shall have no obligation assume certain Assigned Contracts pursuant to Section 2.3 or otherwise with respect 1.10, Seller shall use its commercially reasonable efforts to obtain from the parties to any Assignable Contract or other contract or agreement to be transferred hereunder any consents to the assignment required under the terms of such Assumed Contract, Intellectual Property Assignable Contract or Registration. The provisions other contract or agreement in connection with the consummation of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if hereby. (c) Unless Purchaser elects not to assume the condition Banking Center Lease pursuant to Section 1.10, Seller shall use its obligations hereunder contained in Section 9.1 has not been fulfilledcommercially reasonable efforts to obtain the consent of the landlord under the Banking Center Lease for the assignment of such lease to Purchaser.

Third Party Consents. To (a) As soon as practicable after the date hereof but in no event later than ten days following any request by Seller (which request shall specify the information required), Buyer shall provide to Seller all of the information, materials and certifications required in order to complete the appropriate FCC Form 394 for each Franchising Authority or other Governmental Entity and other information required by the Franchising Authorities or other Governmental Entity. Buyer shall on a timely basis cooperate and work with Seller to request the Consents from the appropriate third party. (b) Buyer shall thereafter use its commercially reasonable efforts to obtain all Consents as expeditiously as possible and, to the extent that any Assumed Contractnot obtained by the applicable Closing, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall continue to use its commercially reasonable efforts to obtain such Consents for six months after the applicable Closing. During this six-month time period and pending or in the absence of any such consent, authorization or approval, the Parties shall cooperate with each other in any reasonable and lawful arrangements to provide to Buyer the benefits and liabilities of use of such Acquired Contract. Buyer shall use commercially reasonable efforts to obtain satisfy the consent concerns, if any, of [****]*, any Franchising Authorities or other Governmental Entity or other third parties as to Buyer’s ability to perform pursuant to the extent requiredFranchises and the other Acquired Contracts, excluding any concerns relating to Seller’s operation of the Systems. If, notwithstanding their commercially reasonable efforts, Buyer and Seller are unable to obtain such Consents, Buyer shall not be liable to Seller for breach of the covenants set forth in this Section 8.1 (but Seller shall have no obligation to effect the Closing unless the condition set forth in Section 9.3 hereof shall have been satisfied or waived). Notwithstanding anything to the contrary contained in this Agreement, nothing herein shall require Buyer to pay any funds (other than its usual or customary attorneys fees, consulting fees, filing fees or other normal costs of doing business) or to give any other consideration in order to obtain any Consent or to agree to any materially adverse modification to the terms or rights of any Franchise, Permit or Material Acquired Contract in connection with obtaining any Consent, provided, however, that Seller and Buyer shall equally share all reasonable or customary fees imposed by Franchising Authorities or any other Governmental Entity incurred in connection with obtaining the consents for the assignment of Franchises. (c) Buyer shall cooperate fully with Seller in obtaining any Assumed Contracts to which it is a partynecessary Consents. Seller Buyer shall use its commercially reasonable efforts to obtain attend such meetings as Seller may reasonably request in connection with obtaining the Consents, and Buyer shall provide such financial information as third parties may reasonably request in connection with the review of the requested Consent. Buyer acknowledges that it may need to enter into direct agreements with Franchising Authorities, other Governmental Entities or other third parties. Buyer shall bear any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested costs arising with respect to the omitted portions. performance of the Franchises post-Closing (other than any costs arising as a result of noncompliance by Seller with any Franchise prior to the applicable Closing) in accordance with the terms of any Franchises, including any amendments or modifications executed or assumed by Buyer or under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer terms of any and all rights of Seller against the Consents granted by any Franchising Authority or other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledGovernmental Entity.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. (a) Seller shall use its commercially reasonable efforts to obtain any Contract, license (including any modification to, extension or renewal of, or replacement for an existing license), or consent or waiver under its own Contracts entered into with any Third Party and all consents necessary for the effective assignment that pertain to and assumption by Buyer any software, equipment, systems or other materials or associated services required in connection with performance or receipt of the Assumed ContractsServices under this Agreement (each, a “Required Consent”); provided, that if, in order to obtain any Required Consent, costs or expenses must be incurred, the Intellectual Propertycosts and expenses incurred to obtain Required Consents required by Seller in connection with its performance of the Services shall be solely borne by Purchaser and constitute Allowable Expenses under the Purchase Agreement. Purchaser shall use its commercially reasonable efforts to cooperate with the Seller in obtaining such Required Consents from Third Parties. (b) If, despite using commercially reasonable efforts, Seller is unable to obtain a Required Consent hereunder, Purchaser and Seller shall work together in good faith to develop a mutually acceptable alternative arrangement that is sufficient to enable Seller to provide, and Purchaser to receive, the Registrations Services without such Required Consent. Purchaser shall bear the costs and the Assumed Liabilitiesexpenses of such alternative arrangement incurred by either Party, including the Third Party Consents set forth on Attachment 4.2(a) hereto as applicable, which costs and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents expenses shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer constitute Allowable Expenses under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and Purchase Agreement to the extent that the costs of the Service to which such alternative arrangement relates are included in Allowable Expenses pursuant to the Purchase Agreement. If such alternative arrangement cannot be madeagreed upon by Purchaser and Seller or is required for a period longer than thirty (30) days following the Effective Date, Buyer either Party may request that the affected Services be terminated, in which case the Services Fees and Out-of-Pocket Costs for such Services, if any, shall be equitably adjusted to account for such terminated Services, reflecting the actual FTE Costs and Out-of-Pocket Costs incurred by Seller. Seller shall have no obligation pursuant (and no Liability for failing) to provide (or cause the provision of) a Service for which a Required Consent has not been obtained, unless and until such Required Consent is obtained, so long as Seller has complied with this Section 2.3 1.07. (c) Purchaser acknowledges and agrees that any Services provided through or otherwise involving Third Parties or using any Intellectual Property owned by a Third Party or systems or facilities are subject to the terms and conditions of any applicable Contracts between Seller or its Affiliates or Subcontractors (as applicable) and such Third Parties, as well as compliance with applicable Law. Purchaser shall comply, and shall cause its Affiliates to comply, with the terms and conditions of any such applicable Contracts notified to Purchaser from time to time in all material respects, and with applicable Law in connection with the receipt by Purchaser or its designees of the Services, provided that Seller shall, and shall use commercially reasonable efforts to, and cause its Affiliates and Subcontractors to, provide Purchaser reasonable information in advance with respect to such terms and conditions, subject to any such Assumed confidentiality obligations under the applicable Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.

Third Party Consents. To the extent that Seller’s rights under any Assumed ContractContract or Permit constituting a Purchased Asset, Intellectual Property or Registration is any other Purchased Asset, may not assignable be assigned to Buyer without the consent of another partyPerson, which consent has not been obtained by the Closing Date (a “Non-Assigned Contract”), this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*Seller, to the extent requiredat its expense, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable commercial efforts to obtain any such required consent(s) as promptly as possible following Closing. Following the Closing, until such time as the requisite third party consent is obtained: (a) Seller shall retain all rights not assigned at the Closing to Buyer in such Non-Assigned Contract in trust for and on behalf of Buyer as directed by Buyer, and Buyer shall perform the obligations of Seller under such Non-Assigned Contract; (b) Seller shall represent Buyer in all consents necessary for matters arising under such Non-Assigned Contract with the effective assignment third party to such Non-Assigned Contract; provided, that Seller shall act in such capacity in the best interests of Buyer and assumption shall not agree to amend, supplement, extend or terminate such Non-Assigned Contract or grant any waiver under such Non-Assigned Contract without Buyer’s prior written consent; (c) all payments received by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All Seller pursuant to such consents Non-Assigned Contract shall be in writing received and executed counterparts thereof held by Seller as a trustee for Buyer and Seller shall be delivered promptly remit or shall cause the prompt remittance of such payments to Buyer. If any such consent shall not be obtained, ; and (d) Seller shall cooperate with Buyer to enforce such Non-Assigned Contract, including serving as, or joining as, a plaintiff in any reasonable arrangement designed legal proceeding; provided, however, that Seller shall not institute or threaten the institution of any legal proceeding to provide for enforce a Non-Assigned Contract without Buyer’s prior written consent. Any enforcement action consented to in writing by Buyer the benefits intended to shall be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement conducted at the Buyer’s sole cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledexpense.

Third Party Consents. To (a) Nothing in this Agreement nor the extent that consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Assumed ContractPurchased Contract or Purchased Facility Lease or other related approval, Intellectual Property authorization or Registration other right, which by its terms or by Law is not assignable (i) nonassignable without the consent of another party, this Agreement shall not constitute a third party or a Governmental Body or (ii) is cancelable by a third party in the event of an assignment ("Nonassignable Assets") unless and until such consent shall have been obtained or an attempted assignment thereof if the Bankruptcy Court shall have determined that such assignment consent is not required or attempted assignment would constitute a breach thereof or a default thereundersuch cancellation is not enforceable. Seller Sellers shall, and Buyer shall each cause their Affiliates to, use their commercially reasonable efforts to cooperate with Purchaser at its request in endeavoring to obtain such consents promptly. (b) To the consent extent permitted by applicable Law, in the event consents to the assignment thereof are required and cannot be obtained, such Nonassignable Assets shall be held, as of [****]*and from the Closing Date, by Sellers or the applicable Affiliate of Sellers in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in Sellers' or such Affiliate's name and all benefits and obligations existing thereunder shall be for Purchaser's account. From and after the Closing Date, Sellers shall take or cause to be taken in Purchaser's name or otherwise such actions as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Sellers or the applicable Affiliate of Sellers shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets. As of and from the Closing Date, each Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent required, for permitted by applicable Law and the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer terms of the Assumed ContractsNonassignable Assets, at Purchaser's expense, to perform all the Intellectual Property, obligations and receive all the Registrations benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 name of the Disclosure Schedule. All applicable Affiliate of Seller and on such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested Affiliate's behalf with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwisethereto. If and when a consent for the sale, assignment, assumption, transfer, conveyance, and delivery of a Nonassignable Asset is obtained, Sellers will promptly assign, transfer, convey, and deliver such Nonassignable Asset to Purchaser, and Purchaser will assume the extent that Liabilities under such arrangement cannot be made, Buyer shall have no obligation Nonassignable Asset assigned to Purchaser from and after the date of assignment to Purchaser pursuant to Section 2.3 or otherwise with respect such instruments as the parties deem necessary to any effect the transfer and assumption (which the parties will prepare, execute, and deliver in good faith at the time of such Assumed Contracttransfer, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not all at no additional cost to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledPurchaser).

Third Party Consents. To (a) Seller shall use its reasonable best efforts to obtain from lessors or sublessors under Real Property Leases any consents to the extent that assignment of such leases required under the terms thereof in connection with the consummation of the transactions contemplated hereby and the removal of Seller's signage and the installation of Purchaser's signage (the "LANDLORD CONSENTS"). If any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement such Landlord Consent shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. have been obtained prior to the Closing then, notwithstanding any other provision hereof, the applicable Real Property Lease shall not be assigned to Purchaser at Closing (and the Purchase Price shall not include the Net Book Value thereof) but all other Transferred Assets and Transferred Liabilities associated with the relevant Leased Premises shall nevertheless be transferred to Purchaser at the Closing and the parties shall negotiate in good faith and Seller and Buyer Purchaser shall each use reasonable best efforts to make alternative arrangements reasonably satisfactory to Purchaser that provide Purchaser, to the maximum extent reasonably possible, the benefits and burdens of the underlying Leased Premises in a manner that does not violate the applicable Real Property Lease (for the same cost as would have applied if the relevant consent had been obtained). If any alternative arrangement is implemented between Seller and Purchaser at or prior to the Closing, the parties shall continue after the Closing to exercise commercially reasonable efforts to obtain the consent of [****]*, related consents that could not be obtained prior to the extent requiredClosing, and if such consent is obtained, Seller shall assign to Purchaser the applicable Real Property Lease pursuant to the terms of this Agreement applicable to leases assigned at the Closing and the parties shall restructure the applicable alternative arrangement and Purchaser shall pay Seller any consideration for the lease assignment that Seller would have received had the lease been assigned at the Closing. (b) Seller shall use its reasonable best efforts to obtain from the parties to any material contract, agreement, license or Personal Property Lease to be transferred hereunder, any consents to the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any such material contracts, agreements, licenses and all consents necessary for leases required under the effective assignment to and assumption by Buyer terms of the Assumed Contractssuch contract, the Intellectual Propertyagreement, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be license or lease in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately connection with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account consummation of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledhereby.

Third Party Consents. To (a) Seller will request, from the extent appropriate parties (and in accordance with the documents creating such rights and/or requirements), the Consents or waivers of requirements that any Assumed ContractConsents be obtained, Intellectual Property which are identified (or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereundershould be identified) in Exhibit 4.5. Seller and Buyer shall each use commercially reasonable efforts to obtain such Consents and/or waivers. Upon the consent Closing, Seller shall turn over to Buyer its files relating to its efforts to obtain such Consents and shall retain copies of [****]*such files and from and after Closing until the six month anniversary thereof, Seller shall continue to use commercially reasonable efforts to secure such Consents. (b) If Seller is unable to obtain any Consent prior to Closing, then (i) the Easement to which such Consent relates and, except for any related Permits, all other Properties related to such Easement (the “Retained Easements and Properties”) shall not be assigned by Seller to Buyer at Closing, (ii) the Unadjusted Purchase Price shall be reduced at Closing by the aggregate Consent Properties Allocated Values of the Retained Easements and Properties (the “Consent Escrow Amount”) and (iii) and the Parties and the Escrow Agent shall enter into the Escrow Agreement (which Escrow Agreement shall include, among other customary terms and provisions, provisions providing (A) that upon the consummation of a Retained Easement Closing, a portion of the Consent Escrow Amount equal to the extent requiredaggregate Consent Properties Allocated Values attributable to the Retained Easements and Properties being assigned to Buyer at such Retained Easement Closing be released to Seller and (B) that upon the consummation of an Alternative Transaction, for the assignment remainder of any Assumed Contracts the Consent Escrow Amount then held by the Escrow Agent be released to which it is a partySeller). At the Closing, Buyer shall deposit the Consent Escrow Amount with the Escrow Agent in accordance with the terms and provisions of the Escrow Agreement. During the six (6) month period following the Closing, Seller shall continue to use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party outstanding Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. Retained Easements and Properties and if and when any such Consents are obtained by Seller, Seller shall assign the Retained Easements and Properties to which the obtained Consent relates to Buyer under pursuant to a conveyance that is substantially similar to the relevant Assumed ContractConveyances delivered at Closing (the conveyance of such Retained Easements and Properties to Buyer, Intellectual Property or Registrationa “Retained Easement Closing”), including enforcement at and Buyer shall direct the cost and for Escrow Agent to pay Seller the account Consent Properties Allocated Value of Buyer of any and all rights of Seller against the other party thereto arising out each Retained Easement that is conveyed to Buyer. If, as of the breach or cancellation thereof by such other party or otherwise. If and to date that is six (6) months following the extent that such arrangement cannot be madeClosing, Buyer shall have no obligation pursuant to Section 2.3 or otherwise any Consents remain outstanding with respect to any Retained Easements and Properties then, at Buyer’s option, (i) Parent and Buyer will in good faith negotiate the terms and conditions of, and enter into, an agreement that provides for either (A) the sale of the equity interests in Seller, after giving effect to the conveyance of the Excluded Assets to Parent (or an affiliate thereof) (the “Entity Sale”) or (B) a multi-survivor or divisional merger of Seller and Buyer (the “Merger” and together with the Entity Sale, each, an “Alternative Transaction”) pursuant to the Texas Business Organizations Code, as amended (the “TBOC”), and as defined by TBOC Section 1.002(55), which will result in (1) Seller surviving the Merger and being vested with all of the Excluded Assets (and all Damages associated therewith) and (2) either Buyer surviving the Merger (in the situation where a Merger as described in TBOC Section 1.002(55)(B) is consummated) or a newly formed limited liability company wholly-owned by Buyer surviving the Merger (in the situation where a Merger as described in TBOC Section 1.002(55)(A) is consummated) and Buyer (or such Assumed Contractnewly formed limited liability company, Intellectual Property as applicable) being vested with all of the Retained Easements and Properties (but, for the avoidance of doubt, no other properties and no liabilities, obligations or Registration. The provisions Damages other than these related to the Properties and for which Buyer has agreed (in this Agreement) to be liable), it being acknowledged and agreed that terms and conditions of this Agreement, including, for the avoidance of doubt, the Survival Periods, which shall be deemed to have commenced as of the Closing Date, in Section 2.7 15.1 shall not affect apply mutatis mutandis to the right terms of such agreement providing for the Entity Sale or the Merger, or (ii) Buyer not shall direct the Escrow Agent to consummate pay the Seller the balance of the Consent Escrow Amount (in which case, Seller shall assign the Retained Easements and Properties with respect to which Consents remain outstanding to Buyer pursuant to a conveyance that is substantially similar to the Conveyance). Upon the closing of the transactions contemplated by this Agreement if an Alternative Transaction, Buyer shall direct the condition Escrow Agent to its obligations hereunder contained in pay the Seller the balance of the Consent Escrow Amount. Buyer and Seller hereby acknowledge and agree that, for federal and state income Tax purposes, Buyer shall be treated as the owner of the Consent Escrow Amount and any interest or other income earned with respect to the Consent Escrow Amount shall be treated as income of Buyer until the Consent Escrow Amount is released upon final disbursement. Buyer and Seller acknowledge and agree that any disbursement of the Consent Escrow Amount to Seller shall be treated as a payment to which the installment sale provisions of Section 9.1 has not been fulfilled453 of the Code apply.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement (a) Sellers and Parent shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain all Third Party novations, consents, approvals or waivers, including consents for all the consent Leases, prior to the Closing and, once obtained, provide the other parties hereto with copies thereof. Sellers shall submit the form previously agreed with Purchaser when soliciting the Required Consents for the Leases. If any novations, consents, approvals or waivers necessary for the assignment, assumption, transfer or novation of [****]*any Contract or Intellectual Property shall not have been obtained on or prior to the Closing Date, then Purchaser and Sellers shall use commercially reasonable efforts and cooperate and assist one another to obtain promptly such novations, consents, approvals or waivers as soon as practicable after the Closing, provided, however, that this sentence shall not be applicable with respect to any Leases for which a Required Consent is not delivered unless Purchaser provides notice to Sellers following the Closing Date of its request for assistance and cooperation. Once any novation, consent, approval or waiver in respect of such Contract or Intellectual Property is obtained, Sellers shall assign, transfer, convey or deliver such Contract or Intellectual Property to Purchaser at no additional cost. (b) Pending the receipt of any novations, consents, approvals or waivers pursuant to Section 5.4(a) and for all other Contracts or Intellectual Property included in the Acquired Assets for which a novation, consent, approval or waiver is required but not obtained, as of the Effective Time, to the extent requiredpermitted by law and necessary to give effect to the terms hereof and not expressly prohibited by the terms of any applicable Contracts or evidence of Intellectual Property, this Agreement shall constitute full and equitable assignment by Sellers to Purchaser of all of their right, title and interest in and to, and assumption by Purchaser of all of the respective obligations and liabilities of Sellers, under, such Intellectual Property and Contracts, to the extent such liabilities or obligations would be, but for the assignment lack of assignment, Assumed Liabilities, and, in the case of Contracts, Purchaser shall be deemed the agent of Sellers for purposes of completing, fulfilling and discharging when due all of the liabilities of Sellers under any such Contract to the extent such liabilities otherwise would be an Assumed Liability. The parties shall take all actions reasonably necessary to provide Purchaser with the benefits of such Intellectual Property and Contracts to which it is a partythe extent included in the Acquired Assets, and, in the case of such Contracts, to relieve Sellers of the burdens of performance and other obligations thereunder, including entry into subcontracts for the performance thereof, to the extent that such performance and other obligations would be, but for the lack of assignment, Assumed Liabilities. Seller Purchaser agrees to pay, perform and discharge when due all of Sellers’ obligations and liabilities under such Contracts to the extent such liabilities or obligations otherwise would be an Assumed Liability. This paragraph shall not be applicable to the Leases unless consented to by Sellers and Purchaser in writing. (c) If Sellers, Parent or any of their affiliates shall be unable to make the equitable assignment described in Section 5.4(b), or if such attempted assignment would give rise to any right of termination or would otherwise adversely affect the rights of Sellers, Purchaser or any of their affiliates under such Intellectual Property or Contract, or would not assign all of the rights or transfer all of the obligations and liabilities of Sellers thereunder (to the extent such and obligations would be, but for the lack of assignment, Assumed Liabilities) at the Closing, Sellers, Parent and their affiliates shall use its commercially reasonable efforts to obtain any and all consents necessary for (i) provide to Purchaser, at the effective assignment to and assumption by Buyer request of the Assumed ContractsPurchaser, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 benefits of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtainedIntellectual Property or Contract to the extent included in the Acquired Assets, Seller shall (ii) cooperate with Buyer in any reasonable lawful arrangement designed to provide for Buyer the such benefits intended to be assigned * Certain information on this page has been omitted Purchaser, and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract(iii) enforce, Intellectual Property or Registration, including enforcement at the cost request of and for the account of Buyer Purchaser, any rights of Sellers arising from any such Intellectual Property or Contract against any third Person (including any Governmental Entity) including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. To the extent that Purchaser is provided the benefits of any and all rights of Seller against the other party thereto arising out of the breach Intellectual Property or cancellation thereof by such other party Contract referred to in this Section 5.4 (whether from Sellers or otherwise. If ), Purchaser shall, after the Closing Date, perform at the direction of Sellers and for the benefit of any third Person (including any Governmental Entity) the obligations of Sellers thereunder or in connection therewith, and Purchaser agrees to pay, perform and discharge when due all of Sellers’ obligations and liabilities under such Contracts to the extent that such arrangement canliabilities or obligations otherwise would be an Assumed Liability. This paragraph shall not be madeapplicable to the Leases unless consented to by Sellers and Purchaser in writing. (d) In connection with obtaining the novations, Buyer shall have no obligation pursuant to Section 2.3 consents, approvals or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions waivers contemplated by this Agreement if Section 5.4, Sellers shall not consent to any modification of any Contract to the condition extent included in the Acquired Assets that would materially adversely affect the rights of Purchaser under such Contract without the prior written consent of Purchaser. This paragraph shall not be applicable to its obligations hereunder contained in Section 9.1 has not been fulfilledthe Leases, for which the definition of Required Consents shall be applicable.

Third Party Consents. To (a) From the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent date of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if to the six (6) month anniversary of the Closing Date (such assignment or attempted assignment would constitute a breach thereof or a default thereunder. period, the “Transfer Period”), Seller and Buyer Purchaser shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller (and shall use its commercially reasonable efforts to obtain cooperate with each other in obtaining) any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contractsor approvals required from third parties (other than Governmental Approvals, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents which shall be in writing governed by Section 5.3, and executed counterparts thereof Indemnified Guarantees, which shall be delivered promptly governed by Section 5.8) to Buyer. If any such consent shall not be obtainedassign, Seller shall cooperate with Buyer convey or transfer the Transferred Assets in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately connection with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account consummation of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement (such required consents, the “Third-Party Consents”); provided that Seller will not be obligated to pay any amounts or provide other consideration in connection with obtaining or seeking to obtain any Third-Party Consent, and Seller shall have no liability whatsoever for failure to obtain any Third-Party Consent. Purchaser shall bear all the costs and expenses of obtaining the Third-Party Consents and agree to accept any commercially reasonable modifications or changes to any material contract terms, to the extent necessary to obtain any Third-Party Consent. (b) If any Third-Party Consent is not obtained prior to Closing with respect to a Transferred Asset (a “Specified Asset”), (i) Purchaser shall pay the full Purchase Price at the Closing without the transfer, conveyance, assignment or delivery of such Specified Asset; (ii) the Closing shall proceed without the transfer, conveyance, assignment or delivery of such Specified Asset; and (iii) nothing herein shall constitute a transfer, conveyance, assignment or delivery or attempted transfer, conveyance, assignment or delivery of such Specified Asset. (c) In the event the Closing proceeds without the transfer, conveyance, assignment or delivery of any Specified Asset then, during the Transfer Period, Seller and Purchaser shall each continue to use commercially reasonable efforts to obtain (and shall use commercially reasonable efforts to cooperate with each other in obtaining) promptly such Third-Party Consent (provided that, for the avoidance of doubt, Seller will not be obligated to pay any amounts or provide other consideration in connection with obtaining or seeking to obtain any Third-Party Consent, Seller shall have no liability whatsoever for failure to obtain any Third-Party Consent and Purchaser shall bear all the costs and expenses of obtaining the Third-Party Consents). Pending the receipt of such Third-Party Consent, (i) the Parties shall (and shall cause their respective Affiliates to) cooperate with each other to maintain good relations with any obligees or other counterparties in connection with such Specified Asset and (ii) effective as of the Closing, (1) Purchaser shall provide servicing to the counterparty to such Specified Asset on the terms required under any Contract related thereto and (2) Purchaser shall bear all Liabilities and obtain all claims, rights and benefits with respect to such Specified Asset that would accrue to Purchaser pursuant to Article II if the condition requisite Third-Party Consent were obtained prior to its obligations the Closing, and the parties shall reasonably cooperate to enter into subleasing, sublicensing, subcontracting or other arrangements in furtherance of the foregoing (1) and (2). Anything to the contrary herein notwithstanding, any Liabilities relating to or arising in connection with such Specified Asset or the pursuit of or failure to obtain any Third-Party Consent shall be Assumed Liabilities for all purposes hereunder contained in Section 9.1 from and after the Closing; provided that to the extent (i) any asset that would otherwise constitute a Transferred Asset is deemed a Specified Asset and (ii) an alternate arrangement has not been fulfilledentered into by the Parties pursuant to the immediately preceding sentence, such asset shall be deemed an Excluded Asset and all Liabilities directly relating thereto shall be deemed Excluded Liabilities for so long as the consent, approval or action relating thereto shall not have been obtained or taken, as applicable, provided further that such Excluded Assets and Excluded Liabilities shall not be considered Excluded Assets and Excluded Liabilities for the purpose of the indemnification obligations under Article X. (d) The Parties agree to reasonably cooperate to preserve each other’s rights with respect to third parties in connection with any servicing agreement entered into in connection with this Section 5.5. To the extent that any such Specified Asset cannot be transferred to Purchaser during the Transfer Period, the obligations of the parties pursuant to this Section 5.5 shall continue until the termination of the obligations of any member of the Seller Group (including any post-termination servicing obligations) with respect to such Specified Asset. (e) When the requisite Third-Party Consent is obtained, the applicable Specified Asset shall be deemed to have been automatically assigned and transferred to Purchaser on the terms set forth in this Agreement for no additional consideration and without the requirement of any further action of any other Person, as of the Closing, except to the extent the date of such Third-Party Consent is deemed by applicable Law to have occurred on another date, in which case, as of such date. (f) From the Closing Date until the one (1)-year anniversary of the Closing Date, Purchaser will use its reasonable best efforts to execute a license agreement (including renegotiating the material terms of the applicable licenses) with each of Microsoft Corporation and SAP America, Inc. that will enable Seller to assign Seller’s licenses with such Person exclusively related to the Business to Alkali HoldCo, it being understood that if Purchaser does not execute such agreements with such Person enabling such transfer without cost to Seller prior to the one (1)-year anniversary of the Closing Date, Seller shall have no obligation or Liability whatsoever to Purchaser with respect to the transfer of any licenses with such Person.

Third Party Consents. To (a) Seller shall give all notices to Governmental Entities and any other Person required to be given by it under the extent that Material Acquired Contracts or otherwise in connection with the transactions contemplated hereby. In order to facilitate the orderly assignment and transfer of all rights and privileges necessary to own and operate the Business and to facilitate the securing of all Consents by any Assumed ContractGovernmental Entity, Intellectual Property or Registration is not assignable without in each case other than with respect to the consent New Franchise, Seller shall proceed after the execution of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if to prepare, file and prosecute each request and application therefor together with such assignment or attempted assignment would constitute a breach thereof or a default thereunderinformation as may be necessary and appropriate to effect such approvals. Seller shall on a timely basis cooperate and work with Buyer to obtain all other Consents from the appropriate Third Party, including all Required Consents. With respect to the Professional Service Agreement between Seller and DST Innovis, Inc. dated December 1, 2003, if Seller is unable to obtain a consent to the assignment of such agreement to Buyer at the Closing, Seller will offer Buyer an alternative arrangement for the continuation of billing services for a reasonable period of time following the Closing, which arrangement may be through a subcontracting relationship with Seller at Seller’s cost or through a direct relationship with Seller at Seller’s cost or with a Third Party. Seller shall each consult with Buyer and provide Buyer and its agents with the opportunity for review and comment with respect to all notices, filings and submissions made in connection with securing any Consents from Governmental Entities or other Persons. Seller shall use commercially reasonable efforts to obtain obtain, and will cooperate and negotiate with Buyer in good faith in an effort to obtain, the consent Assignment of [****]*, to Manhole Agreement and the extent required, for the assignment Assignment of any Assumed Contracts to which it is a party. Parking Lot Lease. (b) Seller shall use its commercially reasonable efforts to obtain all Consents as expeditiously as possible and, to the extent not obtained by the Closing, Seller shall continue to use its commercially reasonable efforts to obtain such Consents for six months after the Closing. During this six-month time period and pending or in the absence of any such Consent, the Parties shall cooperate with each other in any reasonable and all consents necessary for lawful arrangements to provide to Buyer the effective assignment to benefits and assumption by Buyer liabilities of use of the Assumed ContractsAcquired Contract or Permit to which such Consent relates. Without Buyer’s prior written consent, no such Consent shall (at such time or in the Intellectual Propertyfuture) impose any additional adverse restrictions or obligations on Buyer, other than as described in Section 8.1 or include any adverse change to the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 terms or benefits of the Disclosure Scheduleunderlying instrument other than immaterial restrictions, obligations or changes. All If, notwithstanding its commercially reasonable efforts, Seller is unable to obtain such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent Consents, Seller shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. liable to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out breach of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, covenants set forth in this Section 7.6 (but Buyer shall have no obligation pursuant to effect the Closing unless the condition set forth in Section 2.3 10.3 hereof shall have been satisfied or otherwise waived). Notwithstanding anything to the contrary contained in this Agreement, nothing herein shall require Seller to pay any funds (other than its usual or customary attorneys fees, consulting fees, filing fees or other normal costs of doing business) or to give any other consideration in order to obtain any Consent, provided, however, that Seller and Buyer shall equally share all reasonable or customary fees imposed by any Governmental Entity incurred in connection with obtaining the Consents, other than the fees imposed by the Franchising Authority in connection with obtaining the New Franchise. (c) Seller shall use commercially reasonable efforts to cooperate fully with Buyer in Buyer’s efforts to obtain the New Franchise and will help to arrange and facilitate Buyer’s negotiations with the Franchising Authority or any other Governmental Entity and other Third Parties with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledNew Franchise.

Third Party Consents. To (a) The Sellers shall use their commercially reasonable efforts to obtain, at their sole cost and expense, prior to the extent that Closing all Consents and estoppels which, in the reasonable judgment of Purchaser, are necessary or appropriate for the transfer or assignment of each of the Purchased Assets and the Business to Purchaser and the consummation of the transactions contemplated hereby as listed on Schedule 6.3. All such Consents and estoppels shall be in writing and in form and substance reasonably satisfactory to Purchaser, and executed counterparts thereof will be delivered to Purchaser promptly after receipt thereof but in no event later than the Closing. In any Assumed Contractcase where a necessary Consent or estoppel has not been obtained at or prior to the Closing, Intellectual Property or Registration is not assignable without the consent Sellers shall assist Purchaser after Closing, at Purchaser's request and at the sole expense of another partythe Sellers, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use using all commercially reasonable efforts to obtain such Consent or estoppel. If any such Consent shall not be obtained using commercially reasonable efforts or if any attempted assignment would be ineffective or would impair Purchaser's rights under the consent Purchased Asset in question so that Purchaser would not in effect acquire the benefit of [****]*all such rights (and any related Liabilities), the Sellers, to the maximum extent requiredpermitted by the specific Purchased Asset to the extent commercially reasonable, for shall enter into a sublicense, sublease, subcontract or similar arrangement with Purchaser, solely to the assignment extent reasonably practicable with respect to such Purchased Assets (and any related Liabilities). In any case where the Sellers are unable or it is not commercially reasonable to enter into such sublicense, sublease, subcontract or similar arrangement, the Sellers shall assist Purchaser after the Closing, at Purchaser's request and at the sole expense of the Sellers, using all commercially reasonable efforts, to obtain from the Third Party such agreement or Contract, such Third Party's cooperation to enter into an arrangement whereby the benefits and related Liabilities of any Assumed Purchased Assets would be obtained by Purchaser. The obligation of the Sellers hereunder shall not be in limitation of Purchaser's right to terminate this Agreement in accordance with the terms hereof, at or prior to the Closing Date. (b) The Sellers shall use their commercially reasonable efforts to obtain, at their sole cost and expense, prior to the Closing a written agreement with ACS Government Systems, Inc. ("ACS"), documenting the relationship between ACS and the Company in respect of those Contracts listed on Schedule 5.9(b) hereto. The Contracts listed on Schedule 5.9(b) constitute all of the Contracts of the Company under which the Company provides services, licenses its products or has any Liability or receives any benefit to which it ACS is a party. Seller Such written agreement shall use its be in writing and in form and substance reasonably satisfactory to Purchaser, and executed counterparts thereof will be delivered to Purchaser promptly after receipt thereof. Purchaser acknowledges that ACS is likely to require, as a condition to entering into such written agreement, that the Company enter into a written agreement documenting the relationship between ACS and the Company with respect to any contracts that involve ACS software or services as to which the Company (and not ACS) is the contracting party with the customer. Furthermore, Purchaser agrees that it will be responsible for any costs and expenses incurred by Purchaser in connection with the actions contemplated by this Section 5.9(b). If the agreement discussed above has not been obtained from ACS at or prior to the Closing, the Sellers shall assist Purchaser after Closing, at Purchaser's request and at the sole expense of the Sellers, using all commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledwritten agreement.

Third Party Consents. (a) To the extent that any Assumed Contractconsent needed to assign to the Purchaser any Assigned Contract has not been obtained on or prior to the First Closing Date or the Second Closing Date, Intellectual Property or Registration is not assignable without the consent of another partyas applicable, this Agreement and any document delivered pursuant hereto shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof of such Assigned Contract or would give rise to a default thereundervalid right of termination thereof. Seller If any such third-party consent shall not be obtained on or prior to the First Closing Date or the Second Closing Date, as applicable, then the parties shall cooperate in entering into alternative arrangements at the First Closing Date or the Second Closing Date, as applicable, pursuant to which the Purchaser would obtain substantially all of the benefits and Buyer become responsible for substantially all of the obligations under such Assigned Contract. (b) The Purchaser and the Sellers shall each use commercially reasonable efforts (which for purposes of this Section 6.15 shall not require any payment of money by the Sellers or the Purchaser, except as agreed between them in writing) to obtain the consent of [****]*, seek any required consents to the extent required, for the assignment of any Assumed the Assigned Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer have not been obtained as of the Assumed ContractsFirst Closing Date or the Second Closing Date, the Intellectual Propertyas applicable, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 promptly upon receipt of the Disclosure Schedule. All such consents shall effect such assignments. (c) The parties shall cooperate to (i) identify Contracts of May Co. and its Affiliates that should be assigned to the Purchaser in writing connection with the Third Assignment and executed counterparts thereof Assumption and shall mutually agree on the Contracts that shall be delivered promptly so assigned and (ii) identify such third party consents the parties mutually agree are necessary in connection with the Third Assignment and Assumption. The Sellers shall update their Schedules relating to Buyer. If Sections 5.1(c) and 5.1(d) and Schedules 1.1(a) and 7.1 prior to the Third Closing to reflect the existence of any such consent Contracts or consents and Sections 6.15(a) and 6.15(b) shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed apply to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested such Assigned Contracts mutatis mutandis with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledThird Closing Date.

Third Party Consents. To (a) Promptly after the extent Execution Date of this Agreement, each Seller, for contracts listed on Exhibit 1 to which it is the counterparty, shall prepare and send notices to the holders of any consents to the transfer of the Oil & Gas Interests requesting consents to the transactions contemplated by this Agreement, which notices shall, with respect to contracts listed on Exhibit 8, be substantially in the form required by Exhibit 8 for such contract. Copies of these notices shall be simultaneously provided to Purchaser. The Parties shall use commercially reasonable efforts (at no cost to Sellers) to cause such consents to assignment to be obtained prior to Closing. Subject to Section 4.5(c), Purchaser shall cooperate reasonably with the Sellers in seeking to obtain such consents to assignment. (b) In no event shall the Sellers be required to transfer to Purchaser any contract interests for which a consent requirement has not been satisfied (which contract interests shall, if the relevant consent has not been obtained or waived on or before the Final Accounting Date, constitute Excluded Assets); provided however, except with respect to the contract interests described on Exhibit 8, if such consent requirement is subject to an express or implied provision to the effect that such consent may not be unreasonably withheld and the Sellers, in their sole discretion, determine that such consent is being unreasonably withheld, at Purchaser’s written request, Sellers may decide (whether at or after Closing) to assign such contract interest to Purchaser, and Sellers shall not be liable to Purchaser by reason of any Assumed Contract, Intellectual Property inability or Registration failure to obtain any such consent to assignment and Purchaser shall defend and indemnify each Seller for any matters in connection therewith. (c) If a consent is not assignable without obtained because there is a request from the consent of another partyholder that the Purchaser provide appropriate collateral or security, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each then Purchaser will use commercially reasonable efforts to provide any additional collateral or security to meet reasonable financial requirements demanded by a counterparty in order to obtain consents from such counterparty. If Purchaser fails to provide such collateral and Sellers (or the consent relevant Seller as the case may be) elect not to transfer the agreement pursuant to Section 4.5(b) above, Sellers (or the relevant Seller as the case may be) have all rights to terminate or amend that agreement. (d) None of [****]*, the Sellers shall be liable to the extent required, for the assignment Purchaser by reason of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts inability or failure to obtain any and all consents necessary for the effective consent to assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled4.5.

Third Party Consents. (a) To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another partyPerson is required by the terms of any Assigned Contract or applicable law in order to assign the rights of Seller under that Assigned Contract to Buyer (a “Required Consent”), this Agreement Seller shall use all reasonable efforts to obtain such Required Consent as promptly as possible, at its own expense, and without agreeing to any change in the terms of the applicable Assigned Contract without Buyer’s prior written consent. Buyer shall cooperate with and use all reasonable efforts to assist Seller in obtaining such Required Consents, but Buyer will not be required to make any payments or agree to any change in the terms of any Assigned Contract in connection with obtaining such Required Consent, provided that consent to such a change shall not constitute be unreasonably withheld, conditioned or delayed if a proposed change is not material. Seller shall be permitted to seek a novation in lieu of an assignment with respect to the Assigned Contracts (and Buyer agrees to sign a novation agreement in reasonable and customary form if Seller is able to obtain consent to such novation from the counterparty to the Assigned Contract), but agrees that it will not send any notices or communications to any party to an Assigned Contract seeking a novation or otherwise seeking their consent in connection with the transactions contemplated hereby unless it is in substantially the same form as Buyer has approved, with such approval not to be unreasonably withheld, conditioned or delayed so long as such notice does not suggest that such consent is a Required Consent. (b) Seller shall be responsible for obtaining such Required Consents, and accordingly if a Required Consent is not obtained within the initial nine month period following the Closing, and during such period, as a result, under the terms of the Assigned Contract and applicable law, an Assigned Contract is terminated, or Buyer’s rights with respect to such Assigned Contract are impaired, or Buyer does not in effect obtain the benefit of such Assigned Contract, notwithstanding Buyer’s performance of (or willingness to perform) the obligations under such Assigned Contract, Buyer shall have a claim against Seller and Parent under Section 9.1 for breach of their covenant hereunder in the amount of the minimum guaranteed royalties under such Assigned Contract for the duration of the remaining current term under such Assigned Contract, plus Buyer’s reasonable out-of-pocket costs and expenses in connection with pursuing such claim under Section 9.1. (c) Without limiting the foregoing section (but without duplication of any Losses), within the initial nine month period following the Closing, if any other party to an Assigned Contract alleges that due to the failure to obtain a Required Consent or novation, an Assigned Contract is terminated, an assignment of an Assigned Contract (or an attempted assignment thereof alternative arrangement described in Section 2.8(d) below) was ineffective and that as a result the Assigned Contract has thus been breached or is no longer in effect, or Buyer’s rights with respect to such Assigned Contract are impaired, or Buyer does not in effect obtain the benefit of such Assigned Contract, notwithstanding Buyer’s performance of (or willingness to perform) the obligations under such Assigned Contract, it shall be treated as a third party claim that is subject to Section 9.2. (d) Without limiting the foregoing, if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer is unable to assign an Assigned Contract, Seller shall each continue to be obligated to use commercially all reasonable efforts to obtain the necessary consent of [****]*to assignment, to the extent required, for and the assignment of any Assumed Contracts to which it is a party. Seller such Assigned Contract shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any not take effect until such consent shall not be has been obtained, and until such assignment (or a novation) has been effected, Seller shall hold such Assigned Contract in trust for the Buyer, account for and pay or deliver to the Buyer as soon as reasonably practicable after receipt any amounts paid to Seller under such Assigned Contract, and otherwise act in accordance with Buyer’s reasonable requests in accordance with such Assigned Contract, and Buyer shall perform the obligations under such Assigned Contract, and the parties will otherwise cooperate with Buyer in any to establish a reasonable arrangement designed to provide for under which Buyer shall obtain the benefits intended of such Assigned Contract and be responsible for the obligations thereunder that would have been Assumed Liabilities. (e) Notwithstanding the foregoing if the party to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested any Assigned Contract with respect to which a Required Consent has not been obtained accepts performance from Buyer and fails to object within the omitted portions. to Buyer under initial nine months after the relevant Assumed ContractClosing, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant liability in connection with failure to Section 2.3 or otherwise obtain a Required Consent with respect to any such Assumed Assigned Contract, Intellectual Property or Registration. The provisions . (f) For purposes of this Section 2.7 2.8, provided that Buyer offers reasonable cooperation (at no out of pocket cost to Buyer) and performs its obligations under the Transitional Services and License Agreement, from the Closing through May 31, 2013, Seller shall be responsible if there is any failure of the services provided under the Transitional Services and License Agreement to meet the corresponding obligations under the Assigned Agreement, and thereafter Buyer shall be responsible for any failure of such services to meet such obligations. (g) Notwithstanding anything to the contrary herein, only the first $250,000 of any indemnity obligations of Seller and Parent pursuant to this Section 2.8 (in the aggregate) shall be subject to the Basket, and the cap on liability set forth in Section 9.4(b) shall not affect apply. (h) Seller or its Affiliates shall not seek any Required Consents or novations any time after the right initial nine month period following the Closing without the prior written consent of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledBuyer.

Third Party Consents. To the extent that any Assumed ContractSeller’s rights under any Contract or Permit constituting a Purchased Asset, Intellectual Property or Registration is any other Purchased Asset, may not assignable be assigned to Buyers without the consent of another partyPerson which has not been obtained, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer the parties hereto shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller cooperate and shall use its their commercially reasonable efforts to obtain any such required consent(s) promptly following signing hereof. If any fees are required to obtain the consent of a third party to the proposed assignment of a Contract or Permit, Buyers and all consents necessary Sellers will discuss in good faith the allocation of such fees; provided, that, absent a separate written agreement by Sellers to the contrary, no Seller shall under any circumstances be required to make any such payments required or sought by any Person for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All any such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerconsent. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would materially impair the applicable Buyers’ rights under the Purchased Asset in question so that such Buyer would not in effect acquire the benefit of all such rights, the applicable Seller shall act after the Closing as such Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate with such Buyer in any other commercially reasonable arrangement designed to provide for Buyer such benefits to such Buyer; provided, however, that in the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with event the Sec. Confidential treatment has been requested consent of Damoza is not obtained with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out assignment of the breach Plant B Lease prior to or cancellation thereof by on the Closing, Prestolite shall remain the tenant thereunder until such consent is obtained and Mexico Buyer will reimburse Prestolite for any applicable rent or other party or otherwise. If and to actual documented costs (consistent with the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The remainder of the provisions of this Section 2.7 shall not affect 2.09 set forth below). In any such arrangement, the right applicable Buyer will, subject to the terms of Buyer not any other Transaction Document (including the Transition Services Agreement), (i) bear the sole responsibility for completion of the work or provision of goods and services, (ii) bear all Taxes (except for Sellers’ income Taxes and Sellers’ property Taxes) with respect thereto or arising therefrom, (iii) be solely entitled to consummate all benefits thereof, economic or otherwise, (iv) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof and any damages related to termination of such Assigned Contract or other Purchased Asset, and (v) promptly reimburse the transactions contemplated reasonable costs and expenses of the applicable Seller and its Affiliates related thereto, pre-approved in writing by Buyers prior to Sellers incurring such costs or expenses to the extent reasonably practicable. If and when such consents or approvals are obtained or such other required actions have been taken, the transfer of such Assigned Contract or other Purchased Asset will be effected in accordance with the terms of this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledAgreement.

Third Party Consents. To (a) Notwithstanding anything in this Agreement to the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another partycontrary, this Agreement shall not constitute an assignment agreement to assign any Contract, Permit, or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof if such assignment or attempted assignment thereof, without the consent of another Person thereto, would constitute a breach thereof Default thereunder or a default thereunderviolation thereof, or upon transfer would in any way adversely affect the rights of Buyer or its Affiliates under such Contract, Permit, claim or right. If any transfer or assignment by any Seller and to Buyer or its Affiliates, or any assumption by Buyer or its Affiliates of, any interest in, or Liability, obligation or commitment under, any Contract, Permit, claim or right requires the consent of another Person, then such transfer or assignment or assumption shall each be made subject to such consent being obtained. (b) If any such consent has not been obtained prior to the Closing, the Sellers shall use their commercially reasonable efforts to secure such consent as promptly as practicable after the Closing and Buyer shall provide or cause to be provided all commercially reasonable assistance to the Sellers (not including, with respect to Buyer or the Sellers, the payment of any consideration (unless the Buyer directs otherwise and has agreed to be responsible therefor), the commencement of litigation or the agreement to modifications of the terms of any underlying agreement in order to obtain any such consents). Until any such consent is obtained, the Sellers shall provide Buyer with the economic, claims, rights and benefits, and Buyer shall bear the burdens and obligations, from and after the Closing (including the Assumed Liabilities) under the Contract, Permit, claim or right as if the consent of [****]*, had been obtained in accordance with this Agreement. (c) Subject to the extent requiredpreceding paragraph (b), in the event that, at any time following the Closing, the Sellers become aware (by notice from Buyer or otherwise) that Buyer did not receive all Acquired Assets at the Closing, the Sellers shall, at the Sellers’ sole cost and expense, cause the prompt transfer of any such Acquired Assets not so received to Buyer. Prior to any such transfer, the Sellers shall hold such Acquired Assets in trust for Buyer. In the event that the Sellers have transferred (other than to Buyer), sold or otherwise disposed of such Acquired Assets, the Sellers shall, at the Sellers’ sole cost and expense, make proper provision such that Buyer receives the equivalent benefit of such Acquired Assets. The Sellers shall give all reasonable assistance to Buyer (at Buyer’s request) to enable Buyer to enforce its rights under any Contract that constitutes an Acquired Asset. (d) With respect to the Employee(s) named on Schedule 1.2(i)(B) and for the term set forth therein, Sellers shall cooperate with Buyer to enforce, for the assignment benefit of any Assumed Contracts Buyer and the Business, the noncompete, nonsolicitation, confidentiality and other restrictive covenants relating to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of Acquired Assets, the Assumed Contracts, Liabilities or the Intellectual Property, Business contained in the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents agreements set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and 1.2(i)(B) to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledset forth therein.

Third Party Consents. To (a) Prior to the extent that any Assumed ContractClosing, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each Sellers agree to use commercially reasonable best efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts seek to obtain any consents and all consents necessary for the effective assignment to and assumption by Buyer approvals of the Assumed ContractsPersons (other than Governmental Authorities, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents which shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant subject to Section 2.3 or otherwise 4.3) that may be required in connection with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement and any Ancillary Agreement. Not later than ten (10) days prior to the Closing, Sellers shall provide to Buyer a list of any Material Contract under which the consummation of the transactions contemplated hereby would give rise to any counterparty’s right to notice of the transactions contemplated hereby, except as would not reasonably be expected to, individually or in the aggregate, (i) be (or reasonably be expected to be) material to the Business, taken as a whole, or (ii) prevent or materially delay or materially impair the consummation by Sellers of the transactions contemplated hereby. (b) Notwithstanding anything to the contrary in this Agreement, but subject to the satisfaction or waiver of the conditions set forth in Article 6, if any consent, approval or other action necessary for the transfer of any Transferred Assets as contemplated herein is not obtained or does not occur, as the case may be, prior to the Closing or the transfer of any Transferred Assets cannot be completed due to the fact that such transfer would violate applicable Law, the Closing shall (subject to the satisfaction or waiver of the conditions set forth in Article 6) nonetheless take place on the terms set forth herein and, thereafter until the earlier of when such consent, approval or other action is obtained or occurs, as the case may be, or such transfer would no longer violate applicable Law and the date that is twelve (12) months following the Closing, (i) each of Sellers and Buyer shall, and shall cause each of their respective Controlled Affiliates to, in cooperation with each other, use their reasonable best efforts to obtain or effect, as the case may be, such consent, approval or other action or effectuate such transfer in compliance with applicable Law, as promptly as practicable, (ii) upon Buyer’s prior written request, Sellers shall cooperate with Buyer and use reasonable best efforts to assist Buyer in entering into a new Contract or Contracts with the applicable third party on substantially similar terms (provided that such assistance shall not include assistance by Sellers with the negotiation of commercial terms between Buyer and the applicable third party related to such new Contract or Contracts) and (iii) each of Sellers and Buyer shall, to the extent permitted by applicable Law, reasonably cooperate with each other to provide to the Business the full benefits and burdens of such Transferred Assets to the same extent as if the condition applicable Transferred Assets were transferred to its obligations hereunder contained Buyer as of the Closing; provided, that nothing in this Section 9.1 has not been fulfilled4.11(b) shall require Sellers to pay any consideration, agree to any adverse economic considerations, incur any other economic liability or make any concession with respect to any novation or assignment in connection with this Section 4.11(b).

Third Party Consents. To (a) Buyer will pursue the extent grant of a new franchise from the City of Cerritos, California with such new franchise to have a [*] term and to provide Buyer with substantially the same rights and privileges that Seller enjoys under the Franchise (the “New Franchise”). [*]. If the Franchising Authority determines not to issue the New Franchise, and Buyer has failed to provide or has withdrawn the New Franchise Commitments, then Seller, upon written notice to Buyer, shall be entitled to terminate this Agreement, whereupon Seller immediately shall be paid the Deposit in full. Buyer and Seller agree that the payment of the Deposit, as contemplated in the preceding sentence, constitutes liquidated damages and not a penalty, and has been arrived at between them as a reasonable estimate of actual damages in light of the difficulty of determining with certainty the actual damages that Seller would suffer by reason of Buyer’s failure to make its withdrawal of the New Franchise Commitments. If Buyer has made and maintained the New Franchise Commitments, but the Franchising Authority nonetheless does not grant the New Franchise for any Assumed Contractreason or no reason whatsoever, Intellectual Property or Registration is including a determination that Buyer does not assignable without satisfy the consent of another partyStandards and Assurances, this Agreement then Seller shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunderbe entitled to the payment of the Deposit pursuant to this Section 8.1(a). Seller and Buyer shall each use commercially reasonable efforts to obtain satisfy the consent concerns, if any, of [****]*, the Franchising Authority or other Governmental Entity or other Third Parties as to Buyer’s ability to perform pursuant to the extent requiredNew Franchise and the Acquired Contracts, excluding any concerns relating to Seller’s operation of the System. If, notwithstanding their commercially reasonable efforts, Buyer and Seller are unable to obtain Consents, Buyer shall not be liable to Seller for breach of the assignment of covenants set forth in this Section 8.1 (but Seller shall have no obligation to effect the Closing unless the condition set forth in Section 9.3 hereof shall have been satisfied or waived). (b) Buyer shall use commercially reasonable efforts to cooperate fully with Seller in obtaining any Assumed Contracts to which it necessary Consents that Seller is a partyresponsible for obtaining hereunder. Seller Buyer shall use its commercially reasonable efforts to obtain attend such meetings as Seller may reasonably request in connection with obtaining the Consents, and Buyer shall provide such financial information as third parties may reasonably request in connection with the review of the requested Consent, but Buyer acknowledges that it may need to enter into direct agreements with other Governmental Entities or other third parties. Buyer shall bear any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested costs arising with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out performance of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, New Franchise. (c) Buyer shall have no obligation pursuant use commercially reasonable efforts to Section 2.3 or otherwise obtain, and will cooperate and negotiate with respect Seller in good faith in an effort to any such Assumed Contractobtain, Intellectual Property or Registration. The provisions the Assignment of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledManhole Access Agreement.

Third Party Consents. To the extent that any Assumed ContractReal Property Lease, Intellectual Personal Property Lease, Business Contract or Registration Business License is not assignable without the consent of another partyparty (a "Third Party Consent"), this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof thereof. WL or a default thereunder. Seller PD, as the case may be, and Buyer Purchaser shall each use commercially reasonable efforts to obtain the consent of [****]*, such other party to the extent required, for the assignment of any Assumed Contracts such Real Property Lease, Personal Property Lease, Business Contract or Business License to Purchaser in all cases in which it such consent is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary or may be required for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerassignment. If any such consent Third Party Consent shall not be obtained, Seller WL or PD, as the case may be, shall cooperate with Buyer Purchaser in any reasonable arrangement designed to provide for Buyer Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer Purchaser under the relevant Assumed ContractReal Property Lease, Intellectual Personal Property Lease, Business Contract or RegistrationBusiness License, including including, but not limited to, enforcement at the cost of Sellers and for the account of Buyer Purchaser of any and all rights of Seller WL or PD, as the case may be, against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer Purchaser shall have no obligation pursuant to Section 2.3 2.02 or otherwise with respect to any such Assumed ContractReal Property Lease, Intellectual Personal Property Lease, Business Contract or RegistrationBusiness License. The provisions If the commercially reasonable efforts of a Seller, required by this Section 2.7 2.06, have failed to secure any Third Party Consent, and if, in the opinion of Purchaser, the absence of a Third Party Consent has deprived Purchaser of a material benefit of its bargain hereunder or under the Operative Agreements, and if Seller and Purchaser have been unable to agree upon an arrangement designed to provide for Purchaser the benefits intended to be assigned to it, then the parties agree to negotiate in good faith an offset to the Purchase Price paid by Purchaser hereunder for that part of the benefit the parties mutually agree Purchaser has lost. Nothing in this Section 2.06 shall not affect be deemed to waive the right rights of Buyer the Purchaser not to consummate the transactions contemplated by this Agreement or the Operative Agreements if the condition to its obligations hereunder contained in Section 9.1 has 7.06 have not been fulfilled.

Third Party Consents. To In the extent that event any Assumed Contract, Intellectual Property consent or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended approval required to be assigned * Certain information on this page has been omitted and filed separately obtained in connection with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement is not obtained on or prior to the date hereof, (i) PSC, Seller and their Affiliates shall use all reasonable efforts to promptly obtain such consent or approval, including, without limitation, paying any consent fees, and (ii) to the maximum extent permitted by law, PSC, Seller and their Affiliates shall take all reasonable action and enter into any reasonable arrangement (which, at the request of FEI, Buyer or the LLC, may entail FEI, Buyer, the LLC or their designee acting as subcontractors of PSC, Seller or their Affiliates) to secure for FEI and Buyer all the interests of PSC, Seller and their Affiliates in the benefits that would otherwise accrue to FEI, Buyer or the LLC after the date hereof under any Business Asset or any other agreement, instrument or arrangement relating to the Business if such consent or approval had been obtained on or prior to the condition date hereof; provided that FEI and Buyer shall undertake to its obligations hereunder contained in Section 9.1 pay or satisfy those corresponding expenses and liabilities for the enjoyment of such benefit to the limited extent that FEI or Buyer would have been responsible therefor under this Agreement if such consent or approval had been obtained on or prior to the date hereof. If, after twelve (12) months from the date hereof (or at such earlier date to which the parties hereto may mutually agree), any particular consent or approval has not been fulfilledobtained with respect to any Contract, PSC or Seller may terminate such Contract; provided that (w) PSC, Seller and their Affiliates have performed all their obligations under this Agreement; (x) PSC and Seller have provided FEI and Buyer with at least thirty (30) days' prior written notice of their intent to terminate; (y) FEI and Buyer concur that PSC, Seller and their Affiliates have exhausted all reasonable efforts in obtaining such consent or approval; and (z) FEI and Buyer have given their prior written consent to the termination of the Contract.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller Each SBS Entity shall use its commercially reasonable efforts to obtain any and all the consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, other contracting parties to the Intellectual Property, transactions contemplated hereby to the Registrations and extent required by the Assumed Liabilities, Station Agreements requiring such consent (including delivering reasonable assignment and/or assumption agreements that may be requested by the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 other contracting parties). The delivery of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portionsStation Agreements that are identified on Schedule 3.17 to be material to the operation of the Station ("Material Station Agreements") shall, pursuant to Section 8.6, be a condition to Buyer's obligation to close. To the extent that transfer or assignment hereunder by the SBS Entities to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights Station Agreement or license is not permitted or is not permitted without the consent of Seller against another Person, this Agreement shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder. If, other than with respect to the Material Station Agreements, any such third party thereto arising out consent, approval or waiver is not obtained before the Closing, for a period continuing until the earlier of the breach first anniversary of the Closing Date or cancellation thereof by such other consent, approval or waiver is obtained, the parties shall use their commercially reasonable efforts in good faith to cooperate, and to cause each of their respective Affiliates to cooperate, in effecting any lawful arrangement to provide to Buyer the economic benefits of the Station Agreements for which third party or otherwise. If consents, approvals, and waivers are being sought after Closing, and Buyer shall, to the extent that such arrangement cannot be madeBuyer is provided with the benefits thereunder, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect assume and discharge the right of Buyer not to consummate obligations under the transactions contemplated by this Agreement if Station Agreements after the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledClosing Date.

Third Party Consents. To the extent that any Assumed Contractcontract, Intellectual Property lease, -------------------- license or Registration other agreement included in the Assets is not assignable or transferable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder(an "Unassigned Item"). Seller and Buyer shall each use commercially reasonable efforts to obtain the necessary consent of [****]*, to the extent requiredassignment or transfer of all Unassigned Items, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller Purchaser shall cooperate in those efforts. The beneficial interest in and to each Unassigned Item shall in any event pass to Purchaser at Closing, and Seller covenants and agrees to cooperate with Buyer Purchaser in any reasonable arrangement designed to provide for Buyer Purchaser with Seller's entire interest in the benefits intended under each Unassigned Item. If and only if such reasonable arrangement can be made, Purchaser agrees to be assigned * Certain information on this page has been omitted accept the burdens and filed separately with perform the Secobligations under such Unassigned Item. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed ContractFurthermore, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against if the other party party's consent is subsequently obtained (without any modification thereto arising out of the breach or cancellation thereof by which is adverse to Purchaser), Purchaser shall at such other party or otherwisetime agree to assume all liabilities and obligations thereunder at which time such Unassigned Item shall become an Asset. If and to the extent that such arrangement cannot be made, Buyer Purchaser shall have no obligation pursuant to Section 2.3 1.02(a) or otherwise with respect to any such Assumed --------------- Contract, Intellectual Property or Registration. The provisions of this Section 2.7 8.08 shall not affect the right of Buyer ------------ Purchaser not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 5.06 has not ------------ been fulfilled.

Third Party Consents. To the extent that Seller’s rights under any Assumed ContractContract or Permit constituting a Purchased Asset, Intellectual Property or Registration is any other Purchased Asset, may not assignable be assigned to Buyer without the consent of another partyPerson which has not been obtained, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*Seller, to the extent requiredat its expense, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable best efforts to obtain any such required consent(s) as promptly as possible; provided, however, that any amounts required to be paid to any third-party in order to obtain a consent from such third-party, and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contractsthat are commercially reasonable in Buyer’s judgment, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be borne and paid fifty percent (50%) by Seller from the Escrow Amount and fifty percent (50%) by Buyer, in writing and executed counterparts thereof shall be delivered promptly to Buyereach case when due. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, then at Buyer’s election in Buyer’s sole and absolute discretion, (a) Seller shall act after the Closing as Buyer’s agent in order to obtain for it the benefits thereunder, (b) Buyer shall perform any services required to be performed as Seller’s agent and (c) the parties hereto shall cooperate with Buyer in any other reasonable arrangement designed to provide for Buyer the such benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect Buyer, all to the omitted portions. to Buyer under maximum extent permitted by law and the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwisePurchased Asset. If Buyer does not make such election, Seller shall have the right to assign any such Contract to a third-party selected by Seller. Notwithstanding any provision in this Section 2.10 to the contrary, Buyer shall not be deemed to have waived its rights under Section 7.02(d) hereof, if and to the extent that such arrangement cannot be madeapplicable, unless and until Buyer shall have no obligation pursuant either provides written waivers thereof or elects to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not proceed to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledat Closing.

Third Party Consents. To Nothing in this Agreement nor the extent that consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Assumed Purchased Asset, including any Contract, Intellectual Property Assumed Lease, Permit, certificate, approval, authorization or Registration other right, which by its terms or by Applicable Law is not assignable nonassignable without the consent of another party, this Agreement shall not constitute a Third Party or a Governmental Authority or is cancelable by a Third Party or a Governmental Authority in the event of an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller (“Nonassignable Assets”) unless and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All until such consents shall be given. Seller agrees to use all commercially reasonable efforts, with the cooperation of Buyer, where appropriate, to obtain such consents prior to Closing. To the extent permitted by Applicable Law, in writing and executed counterparts the event consents to the assignment thereof shall be delivered promptly to Buyer. If any such consent shall cannot be obtained, such Nonassignable Assets shall be held, as and from the Closing Date, by Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall cooperate with take at Seller’s expense such action in its name or otherwise as Buyer in any reasonable arrangement designed may reasonably request so as to provide for Buyer with the benefits intended of the Nonassignable Assets and to be assigned * Certain information on this page has been omitted effect collection of money or other consideration to become due and filed separately with payable under the Sec. Confidential treatment has been requested Nonassignable Assets, and Seller shall promptly pay over to Buyer all money or other consideration received by them with respect to all Nonassignable Assets. For clarity, the omitted portions. to Buyer under Permits are (i) the relevant Assumed ContractIndirect Air Carrier's license granted by the Transportation Security Administration, Intellectual Property or Registration(ii) Federal Highway Administration truckload broker's license MC 360210 B, including enforcement at and (iii) Standard Carrier Alpha Code “URLD.” After Closing, Seller will retain the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and Permits to the extent necessary to complete shipments which Seller is committed, immediately prior to Closing, to complete, but Seller will not otherwise use the Permits except as necessary to wind up its operations. Notwithstanding anything else in this Agreement, (i) Buyer acknowledges that such arrangement canneither Seller nor the Partners are making any representation or warranty that Seller has the right or power to transfer the Permits or that any attempt to transfer the Permits will not result in a violation or termination of the Permits, (ii) Buyer is not relying on Seller’s ability to convey any rights under the Permits, (iii) it is not a condition to Buyer’s obligation to close that Seller be able to convey any rights under the Permits, and (iv) it will not be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions a breach of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if Seller is unable to convey any rights under the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledPermits.

Third Party Consents. To the extent that any Assumed right of Seller under any Purchase Contract, Intellectual Property Sale Contract, or Registration is Material Contract may not assignable be assigned to Buyer without the consent of another partyobtaining Third-Party Consent which have not been obtained (“Third-Party Consents”), this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*Seller, to the extent requiredat their expense, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially their reasonable best efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(asuch required consent(s) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered as promptly to Buyeras possible. If any such consent Third-Party Consent shall not be obtainedobtained as of the Closing or if any attempted assignment would be ineffective and would impair Buyer’s rights under the Purchased Asset in question to the extent set forth in Section 4(f)(ii) of this Agreement, then Buyer shall have the right to exercise one of the options outlined in such Section 4(f)(ii), including to elect to terminate this Agreement by written notice to Seller with respect only to the applicable Purchased Asset (a “Terminated Asset”) pursuant to Section 4(f)(ii)(3), in which event this Agreement shall remain in full force and effect in all other respects and the Purchase Price shall be reduced by an amount equal to the value of the Terminated Asset, which reduction shall be shown on the Updated Balance Sheet. If Buyer does not terminate this Agreement with respect to the applicable Purchased Asset and does not otherwise elect to extend the Closing Date under Section 4(f)(ii)(1) of this Agreement, then Seller shall cooperate act after the Closing as Buyer’s agent in order to obtain for Buyer the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer, and the portion of the Purchase Price attributable to the applicable Purchased Asset shall not be due and payable to Seller at Closing, but rather shall be paid to Seller upon the completion of the transfer of such Purchased Asset to Buyer. In such event, the Allocation Schedule shall not include the Premium for Buyer the benefits intended Purchased Asset, which Premium and the allocations thereof shall be calculated consistent with Schedule 2(f)(iii)(2) and included in an Allocation Schedule to be assigned * Certain information on provided by Buyer within sixty (60) days after the Closing for the Purchased Asset, and any Additional Purchase Price resulting therefrom shall be paid within ten (10) days after delivery of such Allocation Schedule. Notwithstanding any provision in this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect Section 7(e) to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be madecontrary, Buyer shall not be deemed to have no obligation pursuant waived its rights under Section 4(b)(i)(15) unless and until Buyer either provides written waivers thereof or elects to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not proceed to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledat Closing.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, Prior to the extent requiredClosing Date, for the Seller, at its sole expense, shall obtain all consents, permits and approvals from parties to any contracts or other agreements with the Seller that relate to the Business or any of the Assets, and from governmental and regulatory authorities, that may be required in connection with the performance by the Seller of its obligations under this Agreement, the continuance of such contracts or other agreements after the Closing, the assignment of any Assumed Contracts such contracts or other agreements to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including continued validity and effectiveness of all Permits after the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure ScheduleClosing. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerthe Buyer at or prior to the Closing. If The Seller shall not agree to any modification of any contract, agreement or Permit in the course of obtaining any such consent. In the event any such consent shall or approval is not be obtainedobtained and the Buyer chooses to waive, in part, this Section 8.8 on or prior to the Closing Date, the Seller shall assist the Buyer in obtaining any such approval or consent after the Closing Date until such time as such consent or approval has been obtained; and the Seller will cooperate with the Buyer in any reasonable lawful and economically feasible arrangement designed to provide for that the Buyer shall receive the interest of the Seller in the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contractany such instrument, Intellectual Property contract, lease or Registrationpermit or other agreement or arrangement, including enforcement at performance by the cost and Seller as agent, if economically feasible, provided that the Buyer shall undertake to pay or satisfy the corresponding liabilities for the account enjoyment of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and benefit to the extent that the Buyer would have been responsible therefor hereunder if such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 consent or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not approval had been fulfilledobtained.

Third Party Consents. To (a) Notwithstanding any other provision in this Agreement to the extent that any Assumed contrary, no asset, claim, Contract, Intellectual Property Permit, right or Registration is not assignable without benefit, the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof transfer of which is otherwise contemplated by Section 2.3(a) of this Agreement, shall be assigned or transferred at the Closing if such assignment or attempted transfer (or attempt to make such an assignment or transfer), without the consent or approval of a third party, would constitute a breach thereof or other contravention of Contract, applicable Law or the rights of such third party or would grant such third party rights that it would not otherwise have but for the (attempted) transfer or assignment (such assets being collectively referred to herein as “Restricted Assets”), and such Restricted Asset shall not be assigned or transferred until such consent or approval is obtained from such third party. Any assignment or transfer of a default thereunderRestricted Asset shall be made subject to such consent or approval being obtained with respect to such Restricted Asset. Seller Prior to and Buyer after the Closing, Carlisle Industrial, Carlisle Intangible or Carlisle LLC, as applicable, shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts cooperate with CMBF in attempting to obtain any and all consents necessary for such consent or approval with respect to such Restricted Asset (provided that none of Carlisle Industrial, Carlisle Intangible or Carlisle LLC shall be required to incur any material out-of-pocket cost) as promptly as possible; and (b) If the effective assignment to and assumption by Buyer consent or approval of the Assumed Contractsapplicable third party with respect to a Restricted Asset has not been obtained as contemplated by Section 2.4(a) at or prior to the Closing, the Intellectual Property, the Registrations then until such time as such consent or approval is obtained and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 consummation of the Disclosure Schedule. All assignment or transfer of such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtainedRestricted Asset is effected, Seller Carlisle Industrial, Carlisle Intangible or Carlisle LLC, as applicable, shall cooperate with Buyer CMBF in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested making alternative arrangements with respect to such Restricted Asset so that CMBF is entitled to the omitted portions. to Buyer under benefits of such Restricted Asset and is economically in the relevant Assumed Contract, Intellectual Property or Registrationsame position as if the Restricted Asset had actually been transferred with effect as of the Closing Date, including enforcement at the cost and by holding such Restricted Asset in trust for the account benefit of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledCMBF.

Third Party Consents. To the extent that the Sellers’ rights under any Assumed Contractagreement, Intellectual Property contract, commitment, lease, permit or Registration is other asset to be assigned to the Purchaser under this Agreement may not assignable be assigned without the consent of another partyPerson which has not been obtained, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer the Sellers shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(asuch required consent(s) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered as promptly to Buyeras possible. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would impair the Purchaser’s rights under the asset in question so that the Purchaser would not in effect acquire the benefit of all such rights, Seller the Sellers, to the maximum extent permitted by Law, shall cooperate act after the Closing as the Purchaser’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law, with Buyer the Purchaser in any other reasonable arrangement designed to provide for Buyer the such benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed ContractPurchaser, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that the Purchaser receives such arrangement cannot benefits, the Purchaser shall be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registrationresponsible for the performance of Sellers’ obligations thereunder. The provisions of Nothing in this Section 2.7 2.4 shall not affect be deemed a CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. waiver by the Purchaser of its right to have received on or before the Closing an effective assignment of Buyer not all of the Acquired Assets nor shall this Section 2.4 be deemed to consummate constitute an agreement to exclude from the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Acquired Assets any assets described under Section 9.1 has not been fulfilled1.2.

Third Party Consents. To (a) Purchaser shall procure that Recipient understands, acknowledges and agrees that certain Services to be provided by Provider may be provided by or through the extent that any Assumed Contract, Intellectual Property or Registration use of unaffiliated third parties on behalf of Provider pursuant to contracts to which Recipient is not assignable without a party (collectively, “Third Party Contracts”). Purchaser shall procure that Recipient also understands, acknowledges and agrees that the consent of another partycontinued participation in such Third Party Contracts by such third parties in providing certain Services may require Provider to obtain additional consents, this Agreement shall not constitute an assignment approvals, permissions or an attempted assignment thereof if licenses (collectively, “Authorizations”), and that obtaining such assignment Authorizations may involve additional costs, expenses, fees, charges or attempted assignment would constitute a breach thereof or a default thereundercommissions (“Authorization Expenses”). Seller and Buyer shall each procure that Provider agrees to use commercially reasonable efforts to seek and obtain the consent of [****]*, any Authorizations necessary pursuant to the extent required, for the assignment of any Assumed such Third Party Contracts to which it provide applicable Services to Recipient; provided, however, that Provider shall not be required to obtain any Authorizations if such Authorizations would require Provider to modify, amend or otherwise alter a Third Party Contract in a manner that, in Provider’s good faith judgment, is a partynot commercially reasonable. Purchaser shall procure that Recipient pays any Authorization Expenses payable pursuant to this Section 2.10(a). (b) If, as of the date hereof, there are Third Party Contracts where Authorizations have not been received by Provider, then Seller shall procure that Provider (i) continues to use its commercially reasonably efforts to obtain such Authorizations or (ii) at Recipient’s request, uses commercially reasonable efforts to cooperate with Recipient and reasonably assist it to enter into its own agreements with third parties (including identifying and approaching the applicable vendor (or another third party vendor) with whom Recipient shall enter into its own third party contract at a price and upon terms that are mutually agreeable to Recipient and such vendor relating to such Service). If, despite using commercially reasonable efforts, Provider is unable to obtain any an Authorization referred to in this Section 2.11, then unless and all consents until such Authorization is obtained, the Parties will use their commercially reasonable efforts to determine and adopt such alternative approaches as are necessary and sufficient for the effective assignment Provider to and assumption by Buyer provide the applicable Services without such Authorization. (c) On termination or expiration of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the any Third Party Consents set forth on Attachment 4.2(a) hereto and Contract during the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent Term, Provider shall not be obtainedobligated to continue to provide, or cause the provision of, the applicable Services to which the relevant Third Party Contract relates unless it is able to do so on substantially similar terms as the terminated or expired Third Party Contract, but at Recipient’s request, Seller shall procure that Provider acts in good faith to cooperate with Buyer in any reasonable arrangement designed Recipient and reasonably assist Recipient to provide for Buyer enter into its own agreements with third parties (including identifying and approaching the benefits intended applicable vendor (or another third party vendor) with whom Purchaser shall procure that Recipient enters into its own third party contract at a price and upon terms that are mutually agreeable to be assigned * Certain information on this page has been omitted Recipient and filed separately with the Sec. Confidential treatment has been requested with respect such vendor relating to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledService).

Third Party Consents. To (a) Except as otherwise agreed by the extent parties, each party shall cooperate with the other, and shall cause their Affiliates to, use commercially reasonable efforts to make or obtain the Third-Party Consents set forth in Schedule 7.04 and the Third-Party Consents required for AFG and its Affiliates to provide Services (as defined in the Transition Services Agreement) under the Transition Services Agreement, in each case, prior to the Closing; it being understood and agreed by the parties that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent Seller shall lead such process and Buyer shall reasonably cooperate. Each of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall bear its own and its Affiliates’ internal costs to obtain such Third-Party Consents and the aggregate amount of out-of-pocket consent fees payable to counterparties in order to make or obtain such Third-Party Consents (whether before or after Closing) shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller; provided, that none of the parties shall be required to compromise any right, asset or benefit or incur any Liabilities (other than such costs and expenses) or commence or participate in any Action in order to obtain any Third-Party Consent. (b) With respect to each use Third-Party Consent required with respect to each GAAI Advisory Contract, Seller shall use, or shall cause GAAI to use, commercially reasonable efforts to obtain the written consent of [****]*or, to the extent requiredpermitted by such GAAI Advisory Contract, for Negative Consent of each GAAI Advisory Client to the assignment or deemed assignment of such GAAI Advisory Client’s GAAI Advisory Contract in connection with the transaction contemplated hereby. In connection with obtaining the GAAI Advisory Client consents, Seller shall take reasonable steps to keep Buyer promptly informed of the status of obtaining such GAAI Advisory Client consents and, upon Buyer’s request, make available to Buyer copies of all such executed GAAI Advisory Client consents and other material records relating to the GAAI Advisory Client consent process. In connection with obtaining GAAI Advisory Client consents, Buyer shall have the right to review in advance of distribution the general forms of any Assumed Contracts notices or other materials to which it be distributed by Seller or GAAI to GAAI Advisory Clients and shall have the right to have its reasonable comments considered by Seller in a commercially reasonable manner prior to distribution. (c) From and after the Closing Date through the date that is a party. Seller twelve (12) months following the Closing Date, the parties shall continue to use its commercially reasonable efforts to obtain obtain, as promptly as practicable, any and all consents necessary for the effective assignment to and assumption by Buyer such required Third-Party Consents that have not been obtained as of the Assumed ContractsClosing Date, subject to the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents limitations set forth on Attachment 4.2(ain Section 7.04(a). With respect to each Shared Contract, from and after the date of this Agreement through the earlier of (i) hereto the date that is twelve (12) months following the Closing Date, and (ii) the consents set forth on Schedule 6.3 termination or expiration of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtainedShared Contract, Seller shall, and shall cause its Affiliates to, cooperate with Buyer to the extent reasonably requested by Buyer to cause the counterparty to any Shared Contract to enter into a new agreement, on substantially the same terms and conditions as those set forth in any reasonable arrangement designed to provide for the Shared Contract, with Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested or an Acquired Company with respect to the omitted portions. matters addressed by such Shared Contract that are related to the Business; provided, that the costs and expenses associated therewith shall be allocated to Buyer under the relevant Assumed Contractand Seller in accordance with, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and shall be subject to the extent limitations set forth in, Section 7.04(a); provided, further, that such arrangement cannot neither party shall in any event be maderequired to compromise any right, Buyer shall have no obligation pursuant to Section 2.3 asset or otherwise with respect to benefit or incur any such Assumed ContractLiabilities, Intellectual Property make any accommodations, or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained commence or participate in Section 9.1 has not been fulfilledany Action in connection therewith.

Third Party Consents. To The Company shall use commercially reasonable efforts to obtain, or cause to be obtained, any approvals or consents necessary to convey to Buyer the extent that benefit of all Purchased Assets, including, without limitation, any Assumed Contract, Intellectual Property Contracts licensing to the Company any images or Registration is not assignable without videos appearing on the consent Company’s websites and marketing materials as of another partythe Closing Date (the “Photographer Agreements”). Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an assignment or agreement to assign any property, an attempted assignment thereof if such assignment or attempted assignment thereof, without the consent of any other Person party thereto, would constitute a breach thereof or a default thereunderin any way negatively affect the rights of Buyer (such property referred to as “Unassignable Property”), and any Unassignable Property shall not be included in the Purchased Assets unless and until such requisite consent is obtained. Seller In the event any consent or approval to an assignment contemplated hereby is not obtained on or prior to the Closing Date, the Company and Buyer shall cooperate with each use commercially reasonable efforts other in an arrangement reasonably designed to provide that Buyer shall receive the Company’s interest in the benefits under any such Unassignable Property, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained and the Company shall have no obligation to pay or satisfy such corresponding liabilities. Without limiting the foregoing, in the event the Company is unable to obtain the consent of [****]*, or approval to the extent required, for the an assignment of any Assumed Contracts Photographer Agreement prior to which it is the Closing Date, the Company shall continue to work in good faith towards obtaining such consents or approvals, and the Company hereby grants to Buyer a party. Seller shall use its commercially reasonable efforts fully-paid up, non-exclusive, and royalty free right and license to obtain any and all consents necessary for the effective assignment to and assumption by Buyer rights of the Assumed Contracts, Company pursuant to the Intellectual Property, Photographer Agreements that are sublicensable or otherwise transferrable by the Registrations and the Assumed LiabilitiesCompany, including the Third Party Consents right to use any images licensed (together, the “Photographer Licensed Rights”) for a reasonable period after the Closing sufficient to allow the Buyer to use such Photographer Licensed Rights in a manner consistent with the use of such rights prior to the Closing Date until such assets can be reasonably replaced, which period shall be no less than 90 days from the Closing Date; provided that (a) Buyer’s use of such images shall not breach the terms of any such Photographer Agreements as of the date hereof, and (b) the foregoing license shall terminate as to each Photographer Agreement assigned to Buyer prior to the expiration of the license term. The Company agrees that other than as set forth on Attachment 4.2(a) hereto and in this Section 6.6 for the consents set forth on Schedule 6.3 benefit of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect or pursuant to the omitted portions. to Buyer under Transition Services Agreement, the relevant Assumed Contract, Intellectual Property Company will not use or Registration, including enforcement at the cost and provide a license or other right for the account of Buyer of any and all rights of Seller against the other party thereto arising out to use any of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledPhotographer Licensed Rights.

Third Party Consents. To (a) Notwithstanding anything in this Agreement to the contrary, to the extent that any Assumed Contract, Intellectual Property Contract included in the Purchased Assets may not be properly assigned or Registration is not assignable transferred without the consent of another a third party, or if the assignment or attempted assignment of any such Contract would constitute a violation or breach thereof or a violation of any law, nothing in this Agreement shall not will constitute an assignment or an attempted assignment thereof if such assignment and, except as provided for in SECTION 3.3(c), Purchaser will not be deemed to assume any liabilities or attempted assignment would constitute a breach thereof or a default thereunderobligations thereunder until properly assigned. The Seller Companies and Buyer shall each the Purchaser Companies will use commercially reasonable efforts to obtain the consent any such consents; provided, however, that commercially reasonable efforts shall not include any requirement of [****]*, any Party to commence any litigation or offer or grant any accommodation (financial or otherwise) to any other Person. (b) To the extent requiredthat the consents described in SECTION 3.3(a) are not obtained prior to Closing, for each of the assignment of any Assumed Contracts to which it is a party. Seller shall Companies will use its commercially reasonable efforts to obtain any and all consents necessary for (i) provide the effective assignment to and assumption by Buyer applicable Purchaser Company with the economic benefits of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtainedContract until its termination date, Seller shall (ii) cooperate with Buyer in any reasonable lawful arrangement designed to provide for Buyer the such benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contractapplicable Purchaser Company and (iii) enforce, Intellectual Property or Registration, including enforcement at the cost request of and for the account of Buyer the applicable Purchaser Company at its expense, any rights of such Seller Company arising from any such Contract against any third party, including the right to elect to terminate such Contract in accordance with the terms thereof upon the advice of Purchaser. The failure or inability to obtain any consent subject to this SECTION 3.3(b) will not be a breach of this Agreement so long as the Seller Companies have carried out their obligations under this SECTION 3.3(b). (c) To the extent that a Purchaser Company is provided the benefits of any Contract pursuant to SECTION 3.3(b), Purchaser will perform or cause its Affiliates to perform the obligations of the applicable Seller Company thereunder or in connection therewith, at no cost to such Seller Company, including reimbursing the applicable Seller Company for rent and other costs for any such Contract for Leased Real Property, but only to the extent (i) that such action by Purchaser would not result in any default thereunder or in connection therewith and (ii) such performance pertains to the benefits provided to a Purchaser Company. The Purchaser Companies will indemnify the Seller Companies against any and all rights of Seller against the other party thereto Losses (as defined in SECTION 8.1) arising out of any default by a Purchaser Company in the breach or cancellation thereof by performance of such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registrationobligations. The indemnification of the Seller Companies under this SECTION 3.3 will be governed by the indemnification provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained set forth in Section 9.1 has not been fulfilledARTICLE VIII hereto.

Third Party Consents. (a) To the extent that any Assumed Contract, Intellectual Property Assigned Contract listed on Schedule 7.8 to the Disclosure Schedule or Registration is not assignable without any material Assigned Contract subsequently entered into by the Seller or between the date hereof and the Closing Date shall require the consent to any aspect of another partythe proposed transaction of any other Person, such consent shall have been obtained or the parties agree that the provisions of Section 7.8(c) below shall apply. (b) All orders, consents, permits, authorizations, approvals, and waivers of every Person necessary to permit the Buyer to perform its obligations under this Agreement and to consummate the transactions contemplated hereby shall have been obtained and shall be in full force and effect. (c) Insofar as any consent or sanction of any third party is required to the transfer of any of the Purchased Assets and such consent or sanction shall not have been received to the satisfaction of the Buyer at Closing then: (i) nothing in this Agreement shall not constitute an be deemed to operate as such a transfer or assignment as would give rise to any termination or an attempted assignment forfeiture of any benefit, right or interest to any person in any of the said assets; (ii) until such time as such consent or sanction is received to the satisfaction of the Buyer the Seller shall be deemed to be holding the relevant assets and the benefit thereof if such assignment in trust for the Buyer absolutely and shall either account to the Buyer immediately, or attempted assignment would constitute pay to the credit of a breach thereof or a default thereunder. specially designated trust bank account maintained separately from all other accounts of the Seller and account to the Buyer as soon as reasonably practicable thereafter, for any sums or other benefits received by the Seller in relation thereto and the Buyer shall each use commercially reasonable efforts to obtain indemnify and keep indemnified the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against all claims, actions, proceedings, demands, obligations, liabilities, losses and expenses which may be incurred or suffered by the other party thereto Seller arising out of or in connection with any such contract (other than such as may be suffered or incurred by reason of any existing breach of contract by the breach Seller) provided that the Buyer shall have the right to perform, in place of the Seller, any contract as sub-contractor, agent, licensee or cancellation thereof by such other party or otherwise. If and sub-licensee (as the case may be) to the extent that such arrangement cannot performance may be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to permitted by any such Assumed Contract, Intellectual Property contract; (iii) until such time as such consent or Registration. sanction is received to the satisfaction of the Buyer the Seller shall (so far as it lawfully may do so) act under the direction of the Buyer in all matters relating to such orders and contracts for so long as the Seller is required and authorised so to do by the Buyer. (d) The provisions Buyer acknowledges to the Seller that it shall be the Buyer's responsibility to ensure that cars which are the subject of this Section 2.7 shall not affect hire agreements are returned in the right of Buyer not appropriate condition when returned to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledhire company.

Third Party Consents. To Notwithstanding the foregoing, nothing in this Agreement shall be construed as an attempt by the Seller to assign any Transferred Contract to the extent that any Assumed Contract, Intellectual Property or Registration such Transferred Contract is not assignable without the consent necessary Consent of another partythe other party or parties thereto. From and after the date hereof (including after the Closing), this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. the Purchaser and the Seller each agree to use good faith efforts, and Buyer shall to cooperate with each use commercially reasonable efforts to obtain the consent of [****]*other, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents such Consent necessary for to transfer any Transferred Contract. Additionally, the effective assignment Seller shall (a) take or cause to and assumption by Buyer be taken such actions in its name or otherwise as the Seller may reasonably determine so as to (i) provide the Purchaser with the benefits of the Assumed Contracts, the Intellectual Property, the Registrations Transferred Contracts and (ii) to effect collection of money or other consideration that becomes due and payable to Purchaser under such Transferred Contracts and the Assumed Liabilities, including TWC Contract and (b) promptly pay over to Purchaser any monies received by Seller with respect to the Third Party Consents set forth on Attachment 4.2(a) hereto and Transferred Contracts or the consents set forth on Schedule 6.3 of TWC Contract received after the Disclosure ScheduleClosing. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent The Seller shall not be obtainedrequired to pay any compensation or other consideration, or incur any expenses, in connection therewith. Following the Closing, pending or in the absence of any such Consent, the Purchaser and the Seller shall cooperate with Buyer each other in any reasonable arrangement designed and lawful arrangements to provide for Buyer to the Purchaser the benefits intended of use of any Transferred Contract that is not assignable to the Purchaser. At such time that any such Consent has been obtained, the Seller shall provide the Purchaser with a copy thereof, and thereafter, the Transferred Contract associated with such Consent shall be assigned or transferred to the Purchaser automatically without any other conveyance or other action by the parties. Notwithstanding the foregoing, this Section 1.6 shall not apply to the Internet Yellow Pages Directory Service Agreement by and between Idearc Media Corp. and the Seller, effective April 2008, which shall be assigned by the Seller to the Purchaser regardless of whether the necessary Consent is obtained, such assignment to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out effective as of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledClosing Date.”

Third Party Consents. To Notwithstanding anything to the extent contrary in this Agreement, the Access Rights and Easements identified on Schedule 16.2 require the consent or approval of a third party, and if such consent is not obtained prior to Closing, such Access Rights and Easements for which required consent has not been obtained shall be assigned to Purchaser at Closing on the following basis, terms and conditions: (1) Seller shall assign such Access Rights and Easements subject to and effective only at such time as such consent is obtained; (2) Seller shall continue to use reasonable and diligent efforts, at its cost and expense, to obtain any such consent or approval after the Closing Date; (3) until such time as such consent has been obtained, Seller will cooperate in all reasonable respects with the Purchaser in any lawful and economically feasible arrangement to provide that the Purchaser shall receive the interest of the Seller in the benefits under any such Access Rights and Easements (except that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement such arrangement shall not constitute an assignment require performance by Seller as agent) provided that the Purchaser shall undertake to and shall pay or an attempted assignment thereof if satisfy the corresponding liabilities for the enjoyment of such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, benefit to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any Purchaser would have been responsible therefor if such consent or approval had been obtained; and (4) Purchaser shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested have no obligations or liabilities under or with respect to such Access Rights and Easements until the omitted portions. to Buyer under earlier of (i) the relevant Assumed Contractdate such consent is obtained and (ii) the date that Purchaser receives the benefits thereunder, Intellectual Property and then only for obligations or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party liabilities arising thereunder or with respect thereto arising out of the breach or cancellation thereof by after such other party or otherwisedate. If this transaction closes on the foregoing basis, the Assignment and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect Assumption Agreement pertaining to any such Assumed ContractAccess Rights and Easements where such required consent has not been obtained as of Closing, Intellectual Property or Registration. The shall contain appropriate provisions consistent with the provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.Paragraph 16.2. 18

Third Party Consents. As set forth in Section 4.2(d), the Sellers are obligated to use their commercially reasonable efforts to obtain the consent or approval from any Person that is a counterparty to a contract identified in the Required Consent Schedule, and the Purchaser’s obligation to close is conditioned upon the receipt of such consents; provided, that in no event shall the Sellers be required to make any expenditure of money or amend the terms of any other agreement between the Sellers and such counterparty to obtain such consent or approval. To the extent that any Assumed Contract, Intellectual Property such consents (or Registration is any similar third-party consents not assignable without listed on the consent Required Consent Schedule) have not been obtained as of another partythe Closing, this Agreement shall and any document delivered pursuant hereto will not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach of an Assumed Contract or would give rise to a valid right of termination thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*and, notwithstanding any provision in this Agreement to the extent requiredcontrary, for the assignment of any such Assumed Contracts to which it is a party. Seller Contract shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall not be in writing and executed counterparts thereof shall be delivered promptly to Buyerdeemed an Acquired Asset. If any such third-party consent shall has not be obtainedobtained on or prior to the Closing Date, Seller the Sellers shall cooperate cooperate, at the Purchaser’s expense, with Buyer in any the Purchaser to establish a reasonable arrangement designed to provide for Buyer the Purchaser with the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant burdens of any such Assumed Contract, Intellectual Property or Registrationincluding appointing the Purchaser to act as its agent to perform all of the Sellers’ obligations under such Assumed Contract and to collect and promptly remit to the Purchaser all compensation received by the Sellers pursuant to such Assumed Contract and to enforce, including enforcement at the cost and for the account and benefit of Buyer of the Purchaser, any and all rights of Seller the Sellers against the any other party thereto person arising out of the breach or cancellation thereof of such Assumed Contract by such other party person or otherwise. If otherwise (any and to all of which arrangements shall constitute, as between the extent Parties hereto, a deemed assignment or transfer); provided, that such arrangement cannot be madefrom and after Closing, Buyer the Sellers shall have no obligation pursuant liability to Section 2.3 the Purchaser in the event that any Assumed Contract requiring consent to assignment hereunder (or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated which by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledterms is non-assignable) is terminated.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration Contract is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Purchaser and Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, such other party to the extent required, for the assignment of any such Assumed Contracts Contract to Purchaser in all cases in which it such consent is or may be required for such assignment or, in the alternative, a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerreplacement contract. If any such consent or replacement contract shall not be obtained, Seller shall cooperate with Buyer Purchaser in any reasonable arrangement designed to provide for Buyer Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer Purchaser under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be mademade to the satisfaction of Seller and Purchaser, Buyer Purchaser may, at its option, either: (i) waive the conditions to closing set forth in Section 6.07 and proceed to consummate the transactions contemplated by this Agreement; provided, however, Seller and the Stockholder shall indemnify and hold Purchaser harmless from any and all Losses resulting from the failure to obtain such consent; or (ii) (A) if the Assumed Contract at issue is the agreements for the card shufflers listed in Section 2.17(a) of the Disclosure Schedule (the “Card Shuffler Agreements”) (solely in the event that the card shufflers described therein have no obligation pursuant not been purchased by Seller prior to Section 2.3 Closing and included within the Assets) or otherwise (B) in the event that in excess of 10% of the Table Game Licenses are not assigned to Purchaser or replaced with respect to any such Assumed Contractnew and substantially similar contracts by Closing, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer elect not to consummate the transactions contemplated by this Agreement if in accordance with Section 6.07 as a result of Seller’s failure to fulfill the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledclosing condition.

Third Party Consents. To Notwithstanding anything to the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another partycontrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, Contract, or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempted assignment thereof if attempt to make such an assignment or attempted assignment transfer without the consent of a third party would constitute a breach or violation thereof or a default affect adversely the rights of the Buyer or Seller thereunder. ; and any transfer or assignment to the Buyer by Seller and Buyer shall each use commercially reasonable efforts to obtain of any interest therein or thereunder that requires the consent of [****]*, a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the extent requiredClosing Date, for the assignment of any Assumed Contracts to which it is a party. Seller shall continue to use its commercially all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained, and Seller will cooperate with the Buyer in any lawful and economically feasible arrangement to provide that the Buyer shall receive the interest of Seller in the benefits thereunder, including performance by Seller, as agent, if economically feasible, provided that the Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Seller shall pay and discharge, and shall indemnify and hold the Buyer harmless from and against, any and all consents necessary for the effective assignment out-of-pocket costs of seeking to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If obtain or obtaining any such consent or approval whether before or after the Closing Date. Nothing in this Section shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer deemed a waiver by the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and its right to have received on or before the Closing an effective assignment of all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer Assets nor shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect be deemed to constitute an agreement to exclude any assets from the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledAssets.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement Buyer and Seller Entities shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, any necessary third-party consents to the extent required, for transfer of the Acquired Assets and assignment of any the Assumed Contracts prior to which it is a party. Seller Closing; provided, however, that BH Media shall use its commercially reasonable efforts not be required to pay or incur any cost or expense to obtain any and all consents necessary for third party consent that BH Media is not otherwise required to pay or incur in accordance with the effective assignment to and assumption by Buyer terms of the applicable Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to BuyerContract. If any such third party consent shall required to transfer any material Acquired Asset or assign any material Assumed Contract is not be obtainedobtained before the Closing, Seller shall BH Media shall, for a period of six (6) months after the Closing and at Buyer’s expense, use commercially reasonable efforts to: (i) obtain such consent, (ii) cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted of the applicable Acquired Asset or Assumed Contract and filed separately with the Sec. Confidential treatment has been requested (iii) enforce any rights of BH Media under or with respect to the omitted portionsapplicable Acquired Asset or Assumed Contract against all other Persons. to In addition, if any such third party consent is not obtained before the Closing, Buyer shall perform the obligations of BH Media under the relevant such Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and Contract to the extent that such arrangement canobligation would have been an Assumed Liability but for the fact that such consent has not be madebeen so obtained, and Seller Entities shall provide to Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to the benefits of any such Assumed Contract. To the extent that an Acquired Asset or Assumed Contract is an insurance policy and (a) such policy is not transferable or consent is not obtained to transfer such policy to Buyer and (b) Buyer notifies the Seller Entities that Buyer is unable to procure an adequate successor policy, Intellectual Property or Registration. The provisions of this Section 2.7 Seller Entities shall not affect maintain such policy, or, if unable to maintain such policy, purchase and maintain a tail policy to such policy containing substantially similar terms and conditions, at Buyer’s expense, for the right benefit of Buyer not with respect to consummate claims arising on or before the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledClosing Date.

Third Party Consents. To (a) Notwithstanding anything in this Agreement to the contrary, to the extent that (i) any Assumed Contract, Intellectual Property Business Commitment may not be properly assigned or Registration is not assignable transferred without the consent of another a third-party, or if the assignment or attempted assignment of any Business Commitment, or the transfer, attempted transfer or deemed transfer of any Acquired Asset or Business Commitment would constitute a violation or breach of any Business Commitment or a violation of law, nothing in this Agreement shall not will constitute an assignment or an attempted assignment or deemed assignment thereof if and Purchaser will not assume or be deemed to assume any obligations thereunder or in connection therewith until properly assigned or transferred. In any such assignment or attempted assignment would constitute case, commencing on the Closing Date and for a breach thereof or a default thereunder. period of 12 months thereafter, Seller and Buyer shall each Purchaser will use commercially reasonable efforts to obtain the consent of [****]*any such consents, to and Seller will be liable for any costs incurred in obtaining such consents. (b) To the extent requiredthat the consents described in Section 4.5 are not obtained prior to Closing, for the assignment of any Assumed Contracts to which it is a party. Seller shall will use its commercially reasonable efforts to obtain any and all consents necessary for (i) provide Purchaser with the effective assignment to and assumption by Buyer economic benefits of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtainedAcquired Asset or Business Commitment until its termination date, Seller shall (ii) cooperate with Buyer in any reasonable lawful arrangement designed to provide for Buyer the such benefits intended to be assigned * Certain information on this page has been omitted Purchaser and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract(iii) enforce, Intellectual Property or Registration, including enforcement at the request and cost of and for the account of Buyer of Purchaser, any and all rights of Seller arising from any such Acquired Asset or Business Commitment against any third party, including the other party thereto arising out right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. (c) To the breach extent that Purchaser is provided the benefits of any Acquired Asset or cancellation thereof by such other party Business Commitment pursuant to Section 4.5(a), Purchaser will perform the obligations of Seller thereunder or otherwise. If and in connection therewith, at no cost to Seller, but only to the extent (i) that such arrangement canaction by Purchaser would not be made, Buyer shall have no obligation pursuant result in any default thereunder or in connection therewith and (ii) such performance pertains to Section 2.3 or otherwise with respect the benefits provided to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledPurchaser.

Third Party Consents. (i) Prior to the Closing, except as otherwise agreed by the Parties (including in Section 8.5), each Party shall cooperate with the other and use commercially reasonable efforts to obtain all Third-Party Consents reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including the Third-Party Consents set forth in Section 7.4(b)(i) of the Business Disclosure Schedule; provided, that neither Party shall be required to commence or participate in litigation to obtain any such Third-Party Consent. To the extent the Parties reasonably determine they will not be able to obtain any Third-Party Consent set forth on Section 9.5 of the Buyer Disclosure Schedule by the Termination Date, the Parties shall use commercially reasonable efforts to explore and implement a commercially reasonable alternative that would be to the reasonable satisfaction of Buyer. If the costs of any such commercially reasonably alternative arrangement exceed the costs that would have been incurred had the applicable Third-Party Consent been obtained, such excess costs shall be governed by Section 7.4(b)(iii) and shall be counted as Third-Party Consent costs thereunder. (ii) To the extent that any Assumed Contract, Intellectual Property Acquired Asset may not be transferred or Registration is assigned to Buyer without a Third-Party Consent that has not assignable without been obtained by the consent of another partyClosing, this Agreement shall not constitute an assignment agreement to transfer or assign the same if an attempted assignment thereof if such assignment transfer or attempted assignment would constitute a breach or other contravention thereof or would be ineffective or unlawful. If, on the Closing Date, any Third-Party Consent required to effect the transfer of any Acquired Asset to Buyer is not obtained, or if an attempted transfer or assignment thereof would be ineffective or unlawful, then the Parties shall reasonably cooperate to come to a default thereunder. Seller mutually agreeable arrangement in compliance with Applicable Law pursuant to which, until the earlier of (i) such time as any Third-Party Consent is obtained therefor and the same is sold and assigned to Buyer pursuant to an assignment and assumption agreement (or such earlier time as may be specified by Buyer, as applicable, in writing to Sellers in the sole discretion of Buyer) or (ii) the earlier of (A) the three (3) year anniversary of the Closing and (B) the time at which such Acquired Asset would no longer have been available to Sellers or their Affiliates pursuant to Contracts in effect on the Closing Date: (1) such Acquired Asset would be held, from and after the Effective Time, by Sellers or the applicable GWLA Subsidiary in trust for the benefit of Buyer and all benefits and obligations existing thereunder would be for the account of Buyer and Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset in accordance with this Agreement; (2) Buyer would timely pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Sellers or the applicable GWLA Subsidiary) all of the covenants and obligations of Sellers or the applicable GWLA Subsidiary incurred after the Effective Time with respect to such Acquired Asset; and (3) Sellers would, and GWLA would cause the applicable GWLA Subsidiary to, take or cause to be taken such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of such Acquired Asset and to effect the collection of money or other consideration that becomes due and payable under such Acquired Asset, and would promptly pay over to Buyer all money or other consideration received by it in respect of such Acquired Asset. From and after the Closing Date for so long as the Transition Services Agreement remains in effect, the Parties shall each continue to use commercially reasonable efforts to obtain, as promptly as practicable, any such required Third-Party Consents that have not been obtained as of the Closing Date; provided, that neither Party shall be required to commence or participate in litigation to obtain the consent of [****]*any such Third-Party Consent. (iii) Sellers and Buyer shall each bear their own and their respective Affiliates’ internal costs to obtain such Third-Party Consents. Any out-of-pocket costs, to the extent requiredwhether incurred before or after Closing (including any license or other fees and expenses and, for the assignment avoidance of doubt, all Consent Costs (as defined in the Transition Services Agreement)), associated with obtaining any Assumed Contracts Third-Party Consent (other than any such consent arising from Buyer or a Reinsurer providing services under the Administrative Services Agreement or the Retained Business Administrative Services Agreement, which shall be borne by Buyer) or obtaining rights to replace any related assets shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Sellers until Buyer has incurred $2,500,000 of such costs, in the aggregate, after which it is a party. Seller Sellers shall use its bear 100% of such costs. (iv) In connection with seeking any Third-Party Consents relating to minimum retention requirements under Existing Reinsurance Agreements, “commercially reasonable efforts efforts” for purposes of this Section 7.4(b) shall not be deemed to obligate a Seller or any of its Affiliates to make any payments or otherwise pay any consideration to any Person in connection with any such Third-Party Consents. If the Parties reasonably determine that such a Third-Party Consent is not likely to be obtained, then the Parties will negotiate in good faith the proposed treatment of the relevant Existing Reinsurance Agreement, including the possibility of terminating, recapturing or novating the same. If, prior to the Closing Date, all of the reinsurers under each of the relevant Existing Reinsurance Agreements have executed and delivered to a Seller or any of its Affiliates a letter or other document evidencing their consent to, or irrevocable waiver of all restrictions contained in such Existing Reinsurance Agreements relating to, the reinsurance of the Covered Insurance Policies as contemplated under the applicable Reinsurance Agreement, then the parties shall update the form of Reinsurance Agreement to remove the provisions relating to the treatment of non-consenting reinsurers. From and after the Closing Date, Sellers shall promptly notify Buyer if any such reinsurer notifies a Seller or its applicable Affiliates in writing that it will not consent to such reinsurance or waive any such restrictions. (v) Notwithstanding anything in this Section 7.4(b) to the contrary, the failure to obtain any and all consents necessary for the effective assignment Third-Party Consent shall not (x) constitute a failure to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents satisfy any condition set forth on Attachment 4.2(ain Article IX or Article X or (y) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If otherwise relieve any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no Person from its obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledhereby.

Third Party Consents. To Buyer and Seller shall use commercially reasonable efforts to obtain any third-party consents, approvals or waivers required under the extent Assigned Contracts in connection with the consummation of the Transactions; provided, however, that no Party shall be obligated to (i) make any Assumed Contractpayment to any third party to obtain any consent under this Section 6.2(a) other than normal and usual processing fees, Intellectual Property filing fees or Registration other similar normal costs incurred in connection with such third-party consent or approval or (ii) grant any accommodation (financial or otherwise) to any third party in connection with obtaining such third- party consent, approval or waiver. Notwithstanding anything to the contrary herein, this Agreement and the consummation of the Transactions shall not be construed as an attempt or agreement to assign any Contract or rights thereunder or other right that, by its terms or by applicable Law, is not assignable without the consent of another partya third party or is cancelable by a third party in the event of an assignment, this Agreement unless and until such consent shall have been obtained. To the extent that any Assigned Contract cannot constitute an assignment or an attempted assignment thereof if be assigned without consent and such assignment or attempted assignment would constitute a breach thereof or a default thereunder. consent is not obtained prior to the Closing, Seller shall use reasonable best efforts to provide to Buyer the benefits of any such Assigned Contract and Buyer shall each use commercially reasonable efforts perform or discharge on behalf of Seller all obligations and liabilities under such Assigned Contract that constitute Assumed Liabilities. In addition to obtain the consent of [****]*, Buyer’s obligations pursuant to the extent requiredforegoing sentence, for as to any Assigned Contract that is not effectively assigned to Buyer as of the assignment of any Assumed Contracts Closing Date but is thereafter effectively assigned to which it is a party. Seller shall use its commercially reasonable efforts to obtain any Buyer, Buyer shall, from and all consents necessary for after the effective assignment to date of such assignment, assume, and assumption by Buyer of the shall thereafter pay, perform and discharge as and when due, all Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights Liabilities of Seller against the other party thereto or any of its Affiliates arising out of the breach or cancellation thereof by under such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Assigned Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.

Third Party Consents. To Notwithstanding anything to the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, contrary in this Agreement or any other Transaction Document, neither this Agreement nor any other Transaction Document shall not constitute an agreement to assign or transfer any Acquired Asset if an assignment or transfer or an attempted assignment thereof if attempt to make such an assignment or attempted assignment transfer without the Consent of a Governmental Authority or other third party would constitute a breach thereof or violation of any Governmental Approval, Applicable Law, or Contract or affect adversely the rights of Silvercrest (or its designated Affiliates) or Seller thereunder or with respect thereto; and any transfer or assignment to Silvercrest (or its designated Affiliates) by Seller of any interest in, to or under any such Acquired Asset that requires the Consent of such a default thereunderthird party shall be made subject to such Consent being obtained. In the event any such Consent (other than a Governmental Approval) is not obtained on or prior to the Closing Date, if Silvercrest agrees that this Section 2.10 can apply under any applicable Contract and Applicable Law, then Seller shall (and Buyer the Principals shall each cause Seller to) continue to use commercially reasonable efforts to obtain any such Consent after the consent Closing Date until such time as such Consent has been obtained, and Seller will (and the Principals shall cause Seller to) cooperate with Silvercrest in any lawful and economically feasible reasonable arrangement to provide Silvercrest (or its designated Affiliates) with the benefits of, and interest of [****]*Seller in the benefits under, any such Acquired Asset, including performance by Seller, as agent, if legally and economically feasible, provided that Silvercrest shall undertake to pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to the extent required, Silvercrest (or its designated Affiliates) would have been responsible therefor hereunder as an Assumed Liability if such Consent had been obtained. Nothing in this Section 2.10 shall be deemed a waiver by Silvercrest of the right for Silvercrest (or its designated Affiliates) to have received on or before the Closing an effective assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations Acquired Assets as contemplated in this Agreement and the Assumed Liabilitiesother Transaction Documents, including nor shall this Section 2.10 be deemed to constitute an agreement to exclude from the Third Party Consents set forth on Attachment 4.2(a) hereto and Acquired Assets any assets included in the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation Acquired Assets pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions 2.1 of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledAgreement.

Third Party Consents. (a) Prior to the Closing, each of the Sellers shall use all commercially reasonable efforts to assist the Purchasers in obtaining all Consents listed on Section 2.05(a) of the Disclosure Schedule, provided that no Contract shall be amended nor any right thereunder be waived to obtain any such Consent without the consent of Purchaser and, provide further, that such cooperation shall not require any Seller to pay any consideration, costs or expenses or grant any financial accommodation or other benefit; provided, however, that the Sellers shall use all commercially reasonable efforts to obtain the consent required by SunTrust Capital Markets, Inc. referred to in Section 2.05(a) of the Disclosure Schedule. (b) To the extent that any Assumed Asset Seller Contract, Intellectual Asset Seller Real Property Lease, Asset Seller Personal Property Lease, Asset Seller License or Registration Joint Venture Interest is not assignable without the consent Consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerthereof. If any such consent Consent shall not be obtained, Seller the parties shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer Purchasers the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registrationthereof, including enforcement at the cost and for the account of Buyer of any and all rights of Seller the Sellers against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If The parties expressly intend and agree that, as between Purchasers and Sellers, the beneficial interest in and to and benefits of the Asset Seller Contracts, the Asset Seller Real Property Leases, the Asset Seller Personal Property Leases and the Asset Seller Licenses pass to Purchasers. The parties further expressly intend and agree that Purchasers, to the extent that they receive the benefits referred to in the preceding sentence, shall assume and agree to perform and discharge all Liabilities under any such arrangement canContract, Lease or License as of the Closing, whether or not an assignment or transfer can be made, Buyer shall have no obligation to the extent such Liabilities constitute Assumed Liabilities under this Agreement. To the extent that a Purchaser does not assume the Liabilities under any such Contract, Lease or License pursuant to Section 2.3 the previous sentence, Sellers shall retain the rights under any such Contract, Leases or otherwise License with respect to any such Assumed Contract, Intellectual Property or RegistrationLiabilities. The provisions of this Section 2.7 2.05 shall not affect the right of Buyer Purchasers or its Designees not to consummate the transactions contemplated by this Agreement if the condition conditions to its their obligations hereunder contained in Section 9.1 has Sections 10.01(f) and 10.01(g) have not been fulfilledfulfilled without giving effect to the provisions and terms of this Section 2.05.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement Seller shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain or maintain any required rights, consents, licenses, approvals, and permissions (“Third Party Consents”), if any, that are necessary for the consent performance of [****]*, the Services. Buyer shall be responsible for paying any fee or other payment for such Third-Party Consents (“Third Party Consent Fees”) to the extent required, necessary for the assignment provision or receipt of Services. Notwithstanding the foregoing, (i) where the provision of any Assumed Contracts such Third Party Consent is conditioned on the applicable third party receiving a Third Party Consent Fee, the Seller shall not be required to obtain, or cause its Subsidiaries to obtain, as applicable, such Third Party Consent unless the Buyer consents in writing to pay the Third Party Consent Fee in addition to the amount otherwise payable for each Service to which it is a party. Seller shall such Third Party Consent relates, and (ii) without limiting its obligation to use its commercially reasonable efforts to obtain arrange for alternative methods of delivering such Services, Seller shall not be obligated to provide, or cause its Subsidiaries to provide, as applicable, that portion of any and all consents Services to the extent any Third Party Consent is necessary in connection therewith until such Third Party Consent has been obtained or ceases to be necessary for the effective assignment to and assumption by Buyer provision of the Assumed Contractsapplicable portion of such Service, or an alternative method of delivering that portion of such Service has been agreed upon by the Intellectual PropertyParties in accordance with this Section 4(e). Seller shall not pay any Third Party Consent Fee without Buyer’s prior written consent. In the event that any Third Party Consent cannot be obtained despite Seller’s commercially reasonable efforts, the Registrations or because Buyer does not consent to payment therefor, then Seller shall use commercially reasonable efforts to cooperate in good faith to assist Buyer in obtaining alternative arrangements. Seller shall afford Buyer, upon written request, access to such information, records, and the Assumed Liabilities, including documentation as Buyer may reasonably request in order to verify the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly Consent Fees or payments related to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledalternative arrangements.

Third Party Consents. To the extent that Seller’s rights under any Assumed ContractTransferred Contract or Permit constituting an Asset, Intellectual Property or Registration is any other Asset, may not assignable be assigned to Buyer without the consent of another partyPerson which has not been obtained prior to Closing, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*Seller, to the extent requiredat its expense, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable best efforts to obtain any such required consent(s) as promptly as possible. With respect to the Required Consents, in the event any such Required Consent is not obtained and all consents necessary for delivered to Buyer by the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth date noted on Schedule 6.3 8.3 for such Required Consent, and in the event the failure to obtain such consent will have a material negative impact on the Buyer’s net profit realized related to the Business, then the parties shall in good faith negotiate an adjustment to the Purchase Price to compensate the Buyer for such loss of net profit, and shall document such mutual agreement through an amendment to this Agreement; provided, however, in the Disclosure Schedule. All event the Seller obtains such consents Required Consent at any time, then such negotiations of an adjustment to the Purchase Price shall be in writing and executed counterparts thereof shall be delivered promptly to Buyercease. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller Seller, to the maximum extent permitted by Applicable Law and the Asset, shall cooperate act after the Closing as Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Applicable Law and the Asset, with Buyer in any other reasonable arrangement designed to provide for Buyer the such benefits intended to be assigned * Certain information on Buyer. Notwithstanding any provision in this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect Section 2.4 to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be madecontrary, Buyer shall not be deemed to have no obligation pursuant waived its rights under Section 8.3 hereof unless and until Buyer either provides written waivers thereof or elects to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not proceed to consummate the transactions contemplated by this Agreement if by proceeding with the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledClosing.

Third Party Consents. To the extent that any Assumed ContractBusiness Asset is not, Intellectual Property as a matter of Law or Registration is not by its terms, (i) assignable or transferable or (ii) assignable or transferable without the consent of another partyPerson, this Agreement in each case pursuant to the consummation of the transactions contemplated by the Asset Purchase Agreement, then there shall not constitute an be no assignment or an attempted assignment thereof of such Business Asset pursuant to the terms of the Asset Purchase Agreement if such assignment or attempted assignment would constitute a breach thereof of Law or a default thereunderthe terms of such Business Asset. Seller Prior to and Buyer after the Closing, the Vendor and the Purchasing Parties shall each cooperate and use commercially all reasonable efforts to promptly obtain the consent of [****]*, such Person to the extent required, for the assignment of any Assumed Contracts such Business Asset to the Corporation in all cases in which it such consent is a partyor may be required for such assignment. Seller To the extent that any of the Business Assets are not transferable by Law or by their terms, the Vendor and the Purchasing Parties shall cooperate and use its commercially all reasonable efforts to obtain any and all consents necessary in promptly making appropriate arrangements for the effective assignment to and assumption by Buyer novation or re-issuance of the Assumed Contracts, Business Assets in the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 name of the Disclosure Schedule. All such consents Corporation or otherwise as the Purchasing Parties shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwisespecify (acting reasonably). If and to the extent that such arrangement consent, novation or re-issuance cannot be madeobtained, Buyer the Vendor shall have no obligation pursuant use all reasonable efforts to Section 2.3 preserve the benefits under the Business Assets (the “Business Asset Benefits”) for the Corporation, at the expense, charged at the rates set forth in Schedule C of the Manufacturing and Support Agreement, of the Purchasing Parties, but the Purchase Price under this Agreement shall not be adjusted. In order that the Corporation may realize substantially all of the benefit of the Business Asset Benefits, the Vendor will, at the request and expense, charged at the rates set forth in Schedule C of the Manufacturing and Support Agreement, and under the direction of the Purchasing Parties, in the name of the Vendor or otherwise as the Purchasing Parties shall specify (acting reasonably), hold such Business Asset Benefits for a period of up to five years for the benefit of the Corporation and will take all such action and do or cause to be done all such things as shall, in the opinion of the Purchasing Parties (acting reasonably), be necessary or proper in order that the obligations of the Vendor may be performed in such manner that the value of such Business Asset Benefits are preserved and enure to the benefit of the Corporation, and that the collection of moneys due and payable to the Vendor in and under such Business Asset Benefits are received by the Corporation. The Vendor’s obligations under this Section 2.7 with respect to any particular Business Asset Benefit shall terminate if the failure to obtain the necessary consent, novation or re-issuance in respect of the relevant Business Asset is a result of (i) the failure of the Purchaser or its Affiliates to comply with the terms of this Section 2.7, (ii) the negligence or willful misconduct of the Purchaser or its Affiliates or (iii) is a result of the identity or the legal or regulatory status of the Purchaser or any of its Affiliates (provided that with respect to a failure in connection with the foregoing item (iii), to the extent the failure is curable, then the Purchaser shall be entitled to a six (6) month period to cure such Assumed Contractfailure). The Vendor’s obligations under this Section 2.7 shall not require it to undertake or omit to undertake any activity that violates applicable Laws or that would materially compromise its compliance program, Intellectual Property regulatory status or Registrationany other licence, permit or registration with respect to the Business or any other of its businesses. Prior to and after the Closing, the parties shall consult with each other on a monthly basis as to the status of consents, re-issuances or novations in respect of the Business Assets and with respect to the status of, and proposed approach of the parties to, the treatment of the Business Asset Benefits. The provisions of this Section 2.7 shall not affect the right of Buyer the Purchasing Parties not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 8.4 has not been fulfilled. The obligations of the Vendor under this Section 2.7 are subject to compliance by the Corporation of its obligations under section 2(d) of the Transition Services Agreement.

Third Party Consents. To (a) Notwithstanding anything in this Agreement to the contrary, to the extent that any Assumed Contract, Intellectual Property Contract may not be properly assigned or Registration is not assignable transferred without the consent of another any third party, or if the assignment or attempted assignment would constitute a violation or breach of such Contract or a violation of Applicable Law, nothing in this Agreement shall not will constitute an assignment or an attempted assignment thereof if of that Contract and, except as provided for in Section 7.02(c), Buyer will not be deemed to assume any liabilities or obligations under any such assignment or attempted assignment would constitute Contract until properly assigned. (b) To the extent that the consents described in Section 7.02(a) are not obtained before the Closing Date, for a breach thereof or a default thereunder. period of one year after the Closing Date, Seller and Buyer shall each will use commercially reasonable efforts to obtain the consent of [****]*any such consents, to the extent requiredand Seller will be liable for any costs incurred in obtaining such consents. During such period, for the assignment of any Assumed Contracts to which it is a party. Seller shall will use its commercially reasonable efforts to obtain any and all consents necessary for (i) provide Buyer with the effective assignment to and assumption by Buyer economic benefits of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtainedContract until its termination date, Seller shall (ii) cooperate with Buyer in any reasonable lawful arrangement designed to provide for Buyer the such benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contractand (iii) enforce, Intellectual Property or Registration, including enforcement at the cost request of and for the account of Buyer, any rights of Seller arising from any such Contract against any third party, including the right to elect to terminate in accordance with the terms thereof upon the advice of Buyer. The failure or inability to obtain any consent subject to this Section 7.02(b) will not be a breach of this Agreement so long as Seller has complied with this Section 7.02(b). (c) To the extent that Buyer is provided the benefits of any Contract under Section 7.02(b), Buyer will perform the obligations of Seller under or in connection with such Contract, at no cost to Seller, but only to the extent (i) that such action by Buyer would not result in any default under or in connection with such Contract and (ii) such performance pertains to the benefits provided to Buyer. Buyer will indemnify Seller and it Affiliates against and agrees to hold each of them harmless from any and all rights of Seller against the other party thereto Damages arising out of any default by Buyer in the breach or cancellation thereof by performance of such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registrationobligations. The provisions indemnification of Seller under this Section 2.7 shall not affect 7.02 will be governed by the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained indemnification provisions set forth in Section 9.1 has not been fulfilledSections 9.03 through 9.04.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property Business Contract or Registration Business License is not assignable without the consent of another partyPerson, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunderthereof. Seller and Buyer Purchaser shall each use commercially reasonable efforts before the Closing Date to obtain the consent of [****]*, all such other Persons to the extent required, for the assignment of any Assumed Contracts such Business Contract or Business License to Purchaser in all cases in which it such consent is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary or may be required for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerassignment. If any such consent shall not be obtained, Seller shall cooperate with Buyer Purchaser in any reasonable arrangement designed to provide for Buyer Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer Purchaser under the relevant Assumed ContractBusiness Contract or Business License, Intellectual Property or Registrationincluding, including but not limited to, enforcement at the cost of Seller and for the account of Buyer Purchaser of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer Purchaser shall have no obligation or liability pursuant to Section 2.3 or otherwise under this Agreement or the Operative Agreements with respect to any such Assumed ContractBusiness Contract or Business License. If, Intellectual Property in the opinion of Purchaser, the absence of a third party consent has deprived Purchaser of a material benefit of its bargain hereunder or Registrationunder the Operative Agreements, and if Seller and Purchaser have been unable to agree upon an arrangement designed to provide for Purchaser the benefits intended to be assigned to it, then the parties agree to negotiate in good faith an offset to the Purchase Price paid by Purchaser hereunder for that part of the benefit which the parties agree has been lost. The provisions of Nothing in this Section 2.7 2.6 shall not affect be deemed to waive the right rights of Buyer the Purchaser not to consummate the transactions contemplated by this Agreement or the Operative Agreements if the condition conditions to its obligations hereunder contained in Section 9.1 has 3.5 have not been fulfilled.

Third Party Consents. To (a) Prior to the extent Applicable Closing, the Purchaser and the Seller shall, and the Seller shall cause each other member of the Seller Group to, use commercially reasonable efforts to obtain, or cause to be obtained, all consents required in connection with the consummation of the transactions contemplated by this Agreement, including all required consents under Transferred Business Contracts and Transferred Real Property Leases and the Real Property Subleases, but excluding consents of Governmental Authorities, which are governed by Section 5.5; provided that (i) neither the Purchaser nor any Assumed Contractmember of the Seller Group shall be obligated to pay any consideration to any third party from whom consent is requested, Intellectual Property or Registration is not assignable without (ii) the prior written consent of another partythe Purchaser shall be required with respect to any amendment or modification to any such Contract for the purpose of obtaining any such consent that is materially adverse to the Purchaser, this Agreement the Business or the Transferred Entities and (iii) obtaining any such consents shall not constitute an assignment or an attempted assignment thereof if be a condition to the Principal Closing. In furtherance of the foregoing, the Purchaser agrees to use commercially reasonable efforts to provide such assignment or attempted assignment would constitute assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any third party whose consent is sought hereunder. (b) For a breach thereof or a default thereunder. period of twelve (12) months after the Applicable Closing Date, the Purchaser and the Seller shall, and Buyer the Seller shall cause each other member of the Seller Group to, use commercially reasonable efforts to obtain the consent any consents, approvals or authorizations of [****]*, any third parties that are not obtained prior to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any Applicable Closing Date and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be that are required in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate connection with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if Agreement; provided that neither the condition Purchaser nor any member of the Seller Group (nor any of their respective Affiliates) shall be obligated to its obligations hereunder contained pay any consideration to any third party from whom consent is requested. (c) Prior to the Applicable Closing, the Seller shall use commercially reasonable efforts to cause (i) Contracts entered into by Transferred Entities to not include a change in Section 9.1 has control provision in favor of the other party or parties thereto to the extent such provision does not been fulfilledcarve out the transactions contemplated hereby or (ii) Contracts primarily relating to the Business and entered into by a member of the Seller Group that is not a Transferred Entity to not include an anti-assignment provision requiring consent or approval to effect the assignment (or partial assignment, as applicable) of such Contract in connection with the transactions contemplated hereby.

Third Party Consents. To (a) Seller shall give all notices to Governmental Entities and any other Person required to be given by it under the extent that any Assumed ContractMaterial Acquired Contracts or otherwise in connection with the transactions contemplated hereby. In order to facilitate the orderly assignment and transfer of all rights and privileges necessary to own and operate the Business, Intellectual Property or Registration is not assignable without and to facilitate the consent securing of another partyall Consents, other than with respect to the New Franchise, Seller shall proceed after the execution of this Agreement shall not constitute an assignment or an attempted assignment thereof if to prepare, file and prosecute each request and application therefor together with such assignment or attempted assignment would constitute a breach thereof or a default thereunderinformation as may be necessary and appropriate to effect such Consents. Seller shall on a timely basis cooperate and work with Buyer shall each use commercially reasonable efforts to obtain all other Consents from the appropriate Third Party. Seller shall consult with Buyer and provide Buyer and its agents with the opportunity to review and comment with respect to all notices, filings, submissions and consent of [****]*, solicitations made in connection with securing any Consents prior to delivery to the extent requiredThird Party whose consent is sought, for and at Buyer’s reasonable request, Seller shall discuss with such Third Party any suggestions made by Buyer with respect to the assignment substance of any Assumed Contracts to which it is a party. such notices, filings, submissions and consent solicitations. (b) Seller shall use its commercially reasonable efforts to obtain all Consents as expeditiously as possible and, to the extent not obtained by the Closing, Seller shall continue to use its commercially reasonable efforts to obtain such Consents for six months after the Closing. During this six-month time period and pending or in the absence of any such Consent, the Parties shall cooperate with each other in any reasonable and all consents necessary for lawful arrangements to provide to Buyer the effective assignment benefits and liabilities of use of such Acquired Contract. Without Buyer’s prior written consent, no such Consent shall (at such time or in the future) impose any additional adverse restrictions or obligations on Buyer, other than as described in Section 8.1, or include any adverse change to and assumption by Buyer the terms or benefits of the Assumed Contractsunderlying instrument other than immaterial restrictions, the Intellectual Propertyobligations or changes. If, the Registrations notwithstanding their commercially reasonable efforts, Buyer and the Assumed LiabilitiesSeller are unable to obtain such Consents, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent Seller shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. liable to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out breach of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, covenants set forth in this Section 7.6 (but Buyer shall have no obligation pursuant to effect the Closing unless the condition set forth in Section 2.3 10.3 hereof shall have been satisfied or otherwise waived). Notwithstanding anything to the contrary contained in this Agreement, nothing herein shall require Seller to pay any funds (other than its usual or customary attorneys fees, consulting fees, filing fees or other normal costs of doing business) or to give any other consideration in order to obtain any Consent, provided, however, that Seller shall be solely responsible for and shall pay all fees imposed by a Governmental Entity incurred in connection with obtaining the Consents, other than any fees imposed by the Franchising Authority or anyone acting on its behalf in connection with the New Franchise which shall be solely the responsibility of Buyer. (c) Seller shall use commercially reasonable efforts to cooperate fully with Buyer in Buyer’s efforts to obtain the New Franchise and will help to arrange and facilitate Buyer’s negotiations with the Franchising Authority or any other Governmental Entity and other Third Parties with respect to the New Franchise. (d) Seller may elect, in its sole discretion, to satisfy any monetary obligation imposed by a contract party by reducing the Purchase Price by the amount thereof, as determined by the mutual agreement of Buyer and Seller, each acting reasonably (in which case the amount of such monetary obligation shall be paid by Buyer). (e) Seller shall, at its sole cost and expense, obtain new Permits with respect to any railroad crossings necessary for the continued placement of the System’s distribution facilities as in place at Closing (the “Railroad Permits”), which Railroad Permits shall either be on the standard form used by such Assumed Contract, Intellectual Property railroad or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not otherwise in form and substance reasonably acceptable to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledBuyer.

Third Party Consents. To the extent that Seller’s rights under any Assumed ContractContract or Permit constituting a Purchased Asset may not be sold, Intellectual Property assigned, transferred or Registration is not assignable delivered to Buyer without the consent or waiver of another partyPerson which has not been obtained on or prior to the Closing Date, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*Seller, to the extent requiredat its expense, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable best efforts to obtain any such required consent(s) and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(awaiver(s) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered as promptly to Buyeras possible. If any such consent or waiver shall not be obtainedobtained or if any attempted sale, Seller assignment, transfer or delivery of any Purchased Asset would be ineffective or would impair Buyer’s rights under the Purchased Asset in question so that Buyer would not acquire the full benefit of all such rights, Seller, to the maximum extent permitted by Law and the Purchased Asset, shall cooperate act after the Closing as Buyer’s agent in order to obtain for it the benefits thereunder, and shall cooperate, to the maximum extent permitted by Law, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer. Without limiting the foregoing, at Buyer’s reasonable request Seller shall (a) cooperate in any lawful arrangement proposed by Buyer under which Buyer (or its designee(s)) would obtain the economic, operational and other benefits of any such Purchased Asset and assume any related economic burden thereunder; (b) enforce for the benefit of Buyer and as reasonably directed by Buyer Seller’s rights under such Purchased Asset as if such Purchased Asset had been sold, conveyed, assigned and delivered to Buyer, including in the benefits intended name of Seller as party to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested such Purchased Asset or otherwise as Buyer shall specify; (c) permit Buyer to enforce any rights arising with respect to the omitted portions. thereto; and (d) promptly pay to Buyer under the relevant Assumed Contractall income, Intellectual Property or Registration, including enforcement at the cost proceeds and for the account of Buyer of any and all rights of other DM3\7875356.18 monies received by Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and from third parties to the extent that related to Buyer’s intended rights under such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions Purchased Asset as contemplated by this Agreement if Section 2.07. Once such consent, authorization, approval, waiver, notice or novation is obtained or made, Seller shall sell, assign, transfer, convey and deliver to Buyer the condition relevant Purchased Asset to its obligations hereunder contained in Section 9.1 has not been fulfilledwhich such consent or waiver relates for no additional consideration.

Third Party Consents. (a) To the extent that any Assumed Contract, Intellectual Property or Registration Third-Party Consent is not assignable without the consent of another required (i) under any Contract to which FAMCO is a party, this Agreement FAMCO and Principal shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, such Third-Party Consent on or prior to the extent requiredClosing Date; provided, for however, that notwithstanding anything to the assignment contrary in this Agreement, Seller and its Affiliates shall not have any obligation under this Agreement to pay any money or other consideration to any Person or to initiate any claim or proceeding against any Person in order to obtain any Third-Party Consents. (b) In furtherance (and without limitation) of any Assumed Contracts Section 5.8(a) above, with respect to which it is a party. Seller shall each Separate Account Client, Purchaser and Principal shall, and cause FAMCO to, use its commercially reasonable efforts to obtain any and all consents necessary for obtain, as promptly as practicable following the effective assignment date hereof, such consent of such Separate Account Client to and assumption by Buyer the “assignment” of its Advisory Contract resulting from the consummation of the Assumed Contracts, transactions contemplated hereby as is required by the Intellectual Property, the Registrations terms of such Advisory Contract and the Assumed LiabilitiesInvestment Advisers Act (each such consent, including a “Separate Account Consent”). The parties hereto agree that the Third Party Consents set forth on Attachment 4.2(aSeparate Account Consent for any such Advisory Contract shall be deemed given for all purposes of this Agreement as follows: (i) hereto if written consent is required under Applicable Law or the applicable Advisory Contract, upon receipt of written consent prior to the Closing Date, or (ii) if consent other than written consent is sufficient under Applicable Law and the consents set forth on Schedule 6.3 applicable Advisory Contract, (A) upon receipt of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such a written consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect prior to the omitted portions. to Buyer under the relevant Assumed ContractClosing Date or (B) if no such written consent is received, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer if 30 days shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions passed since the sending of this Section 2.7 shall not affect the right a notice of Buyer not to consummate the transactions contemplated by this Agreement if and the condition related assignment of the applicable Advisory Contract (which notice must be sent by FAMCO to the Separate Account Client at least 30 days prior to the Closing Date); provided, however, that any Advisory Client who has informed FAMCO or Purchaser, whether orally or in writing, of its obligations hereunder contained intention to terminate or seek a material modification of the terms of its Advisory Contract with FAMCO, withdraw assets under management by FAMCO (other than in the ordinary course of business consistent with past practice), put its account up for bid or refuse or delay its consent prior to the Closing Date shall be deemed not to have provided its Separate Account Consent unless, as of the Closing Date, such notice shall have been rescinded or withdrawn. (c) In furtherance (and without limitation) of Section 5.8(a) above, with respect to each Sponsored Fund, Purchaser and Principal shall, and cause FAMCO to, use commercially reasonable efforts to obtain, as promptly as practicable following the date hereof, such consents of investors in each of the Sponsored Funds representing a majority-in-interest of the limited partners or members of such Sponsored Fund (as applicable) to the “assignment” of such Sponsored Fund's Advisory Contract resulting from the consummation of the transactions contemplated hereby (each such consent, a “Sponsored Fund Consent”). (d) In furtherance (and without limitation) of Section 5.8(a) above, with respect to each Sub-Advised Fund, the Seller shall, and shall cause FAMCO to, use commercially reasonable efforts to obtain, as promptly as practicable following the date hereof, the due consideration and approval by the board of directors or trustees (as applicable) of such Sub-Advised Fund (each such approval, a “Fund Board Approval”) of, in accordance with section 15 of the Investment Company Act, a new Advisory Contract with FAMCO or the Purchaser or its Affiliate to be in effect as of the Closing Date (and subject to the Closing), in all material respects on the same terms and conditions as the terms of FAMCO's existing Advisory Contract relating to such Sub-Advised Fund (with the exception of the effective and termination dates of such Advisory Contract) or otherwise in form and substance reasonably satisfactory to the Purchaser. To the extent Fund Board Approval has been obtained with respect to a new Advisory Contract relating to a Sub-Advised Fund in accordance with this Section 5.8(d), the Seller shall, and shall cause FAMCO to, use commercially reasonable efforts to cause the sponsor of such Sub-Advised Fund to obtain, as promptly as practicable following the date of such Fund Board Approval, the due consideration and approval by the shareholders of such Sub-Advised Fund (each such approval, a “Fund Shareholder Approval”) of such new Advisory Contract in accordance with section 15 of the Investment Company Act. (e) Seller and Purchaser shall cooperate, jointly plan and share information with respect to all material communications with any Advisory Clients with respect to the transactions contemplated by this Agreement following the Closing. All notices and related materials distributed to any Advisory Clients in connection with obtaining any Client Consents or any other Third-Party Consents pursuant to this Section 5.8 shall be in form and substance reasonably acceptable to Seller, and to the extent not restricted under the terms of the applicable Advisory Contract or Applicable Law. (f) Upon the request of Purchaser, Seller shall (i) use commercially reasonable efforts to assist Purchaser in obtaining the Third-Party Consents pursuant to this Section 5.8, and (ii) prepare the form of all notices and consents required to obtain the Third-Party Consents, to the extent reasonably requested by Purchaser; provided, however, that notwithstanding anything to the contrary in this Agreement, except as set forth in Section 9.1 has not been fulfilled11.4, neither Seller nor any of its Affiliates shall have any obligation under this Agreement to pay any money or other consideration to any Person or to initiate any claim or proceeding against any Person in order to obtain any Third-Party Consents. All such notices and consents shall be in compliance with the terms of the applicable Advisory Contract and Applicable Laws.

Third Party Consents. (a) This Agreement shall not constitute a sale, assignment or transfer of any Purchased Asset if such sale, assignment or transfer: (i) requires the consent or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement and such consent or waiver has not been obtained prior to the Closing, or (ii) violates applicable Law. (b) Following the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent or waiver, or any release, substitution or amendment required to novate all Liabilities under any and all Assigned Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such Liabilities from and after the Closing Date; provided, however neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, waiver, release, substitution or amendment is obtained, Seller shall sell, assign and transfer to Buyer the relevant Purchased Asset to which such consent, waiver, release, substitution or amendment relates for no additional consideration. Applicable sales, transfer and other similar Taxes in connection with such sale, assignment or transfer shall be paid by Buyer in accordance with Section 5.11. (c) To the extent that any Purchased Asset or Assumed ContractLiability cannot be transferred to Buyer in accordance with this Section 1.07, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement Buyer and Seller shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide to the consent of [****]*Parties the economic and, to the extent requiredpermitted under applicable Law, operational equivalent of the transfer of such Purchased Asset and/or Assumed Liability to Buyer as of the Closing. Buyer shall, as agent or subcontractor for Seller, pay, perform and discharge fully the assignment liabilities and obligations of any Assumed Contracts Seller thereunder from and after the Closing Date. To the extent permitted under applicable Law, Seller shall, at Xxxxx's expense, hold in trust for and pay to which it is a partyBuyer promptly upon receipt thereof, all income, proceeds and other monies received by Seller from and after the Closing Date, to the extent related to such Purchased Asset in connection with the arrangements under this Section 1.07. Seller shall use its commercially reasonable efforts be permitted to obtain any and set off against such amounts all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately direct costs associated with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost retention and for the account maintenance of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledPurchased Assets.

Third Party Consents. To As soon as practicable after the execution hereof, Seller will commence to take all reasonable action required on its part to obtain all of the Third Party Consents. Purchaser agrees that it will fully cooperate with Seller, and do all things reasonably necessary to assist Seller to obtain all of the Third Party Consents, including the furnishing of all financial and other information reasonably required by the party whose consent or approval is being sought. However, Purchaser understands that as of the Closing there may be (a) certain Scheduled Contracts which require Third Party Consents, but such Third Party Consents have not been obtained and (b) certain other Contracts ("Other Contracts") which also require a consent or approval in order to assign those other Contracts to Purchaser ("Other Contracts Consents"), but no such consents or approvals were sought because they did not constitute Third Party Consents within the meaning of this Agreement. With respect to all such Scheduled Contracts and Other Contracts referred to above (collectively, the "Non-Transferable Contracts"), although Seller's rights thereunder shall constitute Excluded Assets pursuant to Section 1.20(g) of this Agreement, Seller shall, to the extent possible without incurring any liability to any third party, keep such Non-Transferable Contracts in effect and shall accord Purchaser the benefit of such Non-Transferable Contracts to the same extent as if they had not been excluded, and Purchaser shall fully perform all of Seller's obligations under such Non-Transferable Contracts which arise after the Closing. Nothing in this Agreement shall be construed as an attempt to assign any agreement or other instrument that any Assumed Contract, Intellectual Property or Registration is not assignable by its terms nonassignable without the consent of another the other party, . Notwithstanding anything which may be contained in this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent requiredcontrary, for the assignment receipt of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and or the consents set forth on Schedule 6.3 of Other Contracts Consents or the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent Country Club Consents shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed a condition precedent to provide for Buyer Purchaser's obligations hereunder to purchase the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement Assets at the cost Closing, and the failure for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach reason to obtain any Third Party Consents or cancellation thereof by such other party Other Contracts Consents or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 Country Club Consents shall not affect the right relieve Purchaser of Buyer not its obligations to consummate the transactions contemplated by under this Agreement if at the condition to its obligations hereunder contained times and in Section 9.1 has not been fulfilledthe manner set forth herein.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, Prior to the extent requiredClosing Date, for the Seller, at its sole expense, shall obtain all consents, permits and approvals from parties to any contracts or other agreements with the Seller that relate to the Business or any of the Assets, and from governmental and regulatory authorities, that may be required in connection with the performance by the Seller of its obligations under this Agreement, the continuance of such contracts or other agreements after the Closing, the assignment of any Assumed Contracts such contracts or other agreements to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including continued validity and effectiveness of all Permits after the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure ScheduleClosing. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerthe Buyer at or prior to the Closing. If The Seller shall not agree to any modification of any contract, agreement or Permit in the course of obtaining any such consent. In the event any such consent or approval is not obtained and the Buyer chooses to waive, in part, this Section 6.9 on or prior to the Closing Date, the Seller shall not be assist the Buyer in obtaining any such approval or consent after the Closing Date until such time as such consent or approval has been obtained, and the Seller shall will cooperate with the Buyer in any reasonable lawful and economically feasible arrangement designed to provide for that the Buyer shall receive the interest of the Seller in the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contractany such instrument, Intellectual Property contract, lease or Registrationpermit or other agreement or arrangement, including enforcement at performance by the cost and Seller as agent, if economically feasible, provided that the Buyer shall undertake to pay or satisfy the corresponding liabilities for the account enjoyment of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and benefit to the extent that the Buyer would have been responsible therefor hereunder if such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 consent or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not approval had been fulfilledobtained.

Third Party Consents. Seller shall exercise reasonable best efforts to obtain the Required Consents between the date hereof and the Closing Date. To the extent that Seller’s rights under any Assumed Contract, Intellectual Property Contract or Registration is any other Purchased Asset may not assignable be assigned to Buyer without the consent Consent of another partyPerson which has not been obtained prior to or at the Closing (collectively, the “Unassignable Assets”), this Agreement shall not constitute an assignment or agreement to assign the same (until such Consent reasonably acceptable to Buyer shall have been obtained) if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts be unlawful, and, subject to obtain the consent of [****]*, satisfaction (or to the extent requiredpermitted by Law, for waiver by the assignment Party entitled to the benefit thereof) of the conditions set forth in Article VIII, the Closing shall occur notwithstanding the foregoing without any Assumed Contracts adjustment to which it is a partythe Closing Cash Consideration in connection therewith. Following the Closing, Seller shall use its commercially reasonable efforts to obtain any such required Consent(s) as promptly as possible; provided, that such efforts shall not require Seller or its Affiliates to expend any sum of money (other than a de minimis sum of money) to obtain each of them, incur any liability (other than a de minimis liability), commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party; provided, further, that in no event will the failure to obtain such Consent prevent the consummation of the transactions contemplated hereby or constitute a breach of this Agreement (other than to the extent such failure constitutes a breach of the obligations set forth in this Section 4.4 or the representations and all consents warranties contained in Section 5.3). Until such Consent that is necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If Unassignable Asset is obtained, provided and to the extent that Seller can do so without breaching the terms of such Unassignable Asset, Seller shall use commercially reasonable efforts to provide Buyer, in all material respects, with, and Seller shall hold in trust for the exclusive benefit of Buyer, all the economic (taking into account all burdens to Seller), operational and other benefits of such Unassignable Asset, to the extent permitted, as if such Consent had been obtained. Without limitation of and subject to the foregoing, at Buyer’s request, Seller shall use commercially reasonable efforts to: (i) cooperate, in all reasonable respects, in any lawful and commercially reasonable arrangement cannot be madeproposed by Buyer under which Buyer would obtain the economic, operational and other benefits thereunder and would assume any related economic burden thereunder, (ii) enforce for the benefit Buyer and as directed by Buyer such Seller’s rights under such Unassignable Asset as if such Unassignable Asset had been sold, conveyed, assigned and delivered to Buyer, including in the name of Seller party to such Unassignable Asset or otherwise as Buyer shall specify, including the right to terminate in accordance with the terms thereof, and (iii) permit Buyer to enforce any rights arising with respect thereto; provided, however, that, (1) Buyer hereby agrees to promptly reimburse Seller for all related Taxes and expenses incurred by Seller in complying with Buyer’s requests described above, and (2) if Seller provides Buyer, in all material respects, with, and Seller holds in trust for the exclusive benefit of Buyer, all the economic, operational and other benefits of such Unassignable Asset in accordance with this Section 4.4, Buyer shall have no obligation pursuant to Section 2.3 assume the related economic burden and, from and after the Closing, Buyer shall, as agent or otherwise subcontractor for Seller pay, perform and discharge fully as and when required the Liabilities of Seller with respect to any such Assumed ContractUnassignable Asset. Seller, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect being party to such Unassignable Asset, will promptly pay to Buyer all income, proceeds and other monies received by Seller from third parties to the right of Buyer not extent related to consummate the transactions Buyer’s intended rights under such Unassignable Asset, as contemplated by this Agreement if Section 4.4. Once any Consent referenced in this Section 4.4 is obtained or notice is properly made, Seller shall assign the condition applicable Unassignable Asset to its obligations hereunder contained in Section 9.1 has not been fulfilledBuyer for no additional consideration and, for the avoidance of doubt, such Unassignable Asset shall thereafter be treated as a Purchased Asset for all purposes hereunder.

Third Party Consents. To (a) Notwithstanding anything to the extent that contrary in Section 2.02, there shall be excluded from the purchase and sale of the Purchased Assets contemplated by this Agreement any Assumed ContractReal Property Lease, Equipment Lease, Intellectual Property License, Assumed Contract and any other asset or Registration right which is not assignable or transferable without the consent of another partyany Person other than the Asset Selling Corporations, this Agreement the Conveyed Companies, Pfizer, any Subsidiary of Pfizer or Purchaser, to the extent that such consent shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller have been given prior to the Closing; provided, however, that each of Pfizer and Buyer Purchaser shall each have the continuing obligation after the Closing to use commercially reasonable efforts to endeavor to obtain the consent of [****]*, all necessary consents to the extent requiredassignment thereof; provided, for further, that neither Pfizer or any of its Affiliates nor Purchaser or any of its Affiliates shall be required to commence any litigation or offer or grant any material accommodation (financial or otherwise) to any third party. Upon obtaining the assignment of any requisite third party consents thereto, such Real Property Leases, Equipment Leases, Intellectual Property Licenses, Assumed Contracts and other assets or rights, if otherwise included in the Purchased Assets, shall be transferred and assigned to which it Purchaser hereunder. (b) With respect to any Real Property Lease, Equipment Lease, Intellectual Property License, Assumed Contract or other asset or right that is a partynot included in the Purchased Assets assigned to Purchaser at the Closing by reason of Section 2.03(a), after the Closing and until any requisite consent is obtained and the foregoing is transferred and assigned to Purchaser, the parties shall cooperate with each other, upon written request, in endeavoring to obtain for Purchaser, an arrangement to provide Purchaser with substantially comparable benefits thereof, and Purchaser hereby agrees to indemnify Pfizer and its Affiliates in respect of all Liabilities incurred by such Persons, except in cases of fraud, willful misconduct or gross negligence in relation to each such arrangement and the applicable underlying Contract or other asset or right. (c) Purchaser acknowledges that certain consents to the transactions contemplated by this Agreement may be required from certain third parties (including parties to the Real Property Leases, Equipment Leases, Intellectual Property Licenses and Assumed Contracts), and that such consents have not been and may not be obtained. Seller Provided that Pfizer is in compliance with the provisions of subsections (a) and (b) above and has satisfied all required disclosure obligations under this Agreement with respect to such consents, Purchaser agrees that the Aggregate Purchase Price shall use not be reduced on account of, and that Pfizer and its commercially reasonable efforts Affiliates shall not have any liability whatsoever arising out of or relating to, the failure to obtain any and all consents necessary for that may have been or may be required in connection with the effective assignment to and assumption transactions contemplated by Buyer this Agreement or because of the Assumed Contractsdefault under or acceleration or termination of any Real Property Lease, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed ContractEquipment Lease, Intellectual Property License, Assumed Contract or Registrationother Contract or right, including enforcement at the cost as a result thereof. Purchaser further agrees that no representation, warranty or covenant of Pfizer contained herein shall be breached or deemed breached, and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and no condition to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not Purchaser’s obligations to consummate the transactions contemplated by this Agreement if shall be deemed not satisfied as a result of the condition failure to its obligations hereunder contained obtain any such consent or as a result of any such default, acceleration or termination. Notwithstanding the foregoing, nothing in this Section 9.1 has not been fulfilled2.03(c) shall limit in any way Pfizer’s obligation under Section 2.03(a).

Third Party Consents. To Unless otherwise agreed to in writing by Buyer, and except for those Third Party Consents identified on Schedule 2.3(b) as Commercially Reasonable Efforts Consents, Sellers shall obtain prior to the extent that Closing Date all other Third Party Consents including Best Efforts Consents. Sellers shall commence the process of obtaining the Best Efforts Consents promptly after the Effective Date and shall (i) provide to Buyer a written report on the status of each Best Efforts Consent every two weeks between the Effective Date and the Closing Date, (ii) provide Buyer with a copy of all correspondence with third parties regarding Best Efforts Consents, and (iii) shall notify the Buyer promptly of any Assumed Contract, Intellectual Property or Registration refusal by a third party to provide a Best Efforts Consent. If a Third Party Consent is not assignable without obtained and delivered at Closing, and Buyer waives in writing the consent of another partyrequirement to deliver such Consent at Closing (provided that Commercially Reasonable Efforts Consents and Best Efforts Consents shall not be a condition to Closing), then as to each such Third Party Consent that is not delivered at Closing, (i) neither this Agreement nor any action taken hereunder shall not be deemed to constitute an assignment of any Asset or an attempted assignment thereof any Assigned Contract if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain Assigned Contract or result in the loss or diminution of any rights thereunder or acceleration of any obligations thereunder, and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a(ii) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller Sellers shall cooperate with Buyer in any reasonable arrangement proposed by Buyer designed to provide for Buyer with the benefits intended of the Asset or Assigned Contract as to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registrationwhich such Third Party Consent relates, including enforcement at the cost and by Sellers, for the account and benefit of Buyer Buyer, of any and all rights of Seller Sellers against the any other party thereto person arising out of the breach or cancellation thereof of any such Assigned Contract by such other party person or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement Seller shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain any consents of third parties which are required to be obtained for the consent assignment of [****]*the Seller Property to Buyer (the “Consents”) prior to the Closing. This obligation shall continue after the Closing with respect to any Consents that are not obtained prior to the Closing. After the Closing and prior to obtaining the Consents, any of the Seller Properties that are not otherwise assignable or transferable, other than Excluded Contracts (each a “Non-Assigned Asset”), shall, at the option of Buyer, be deemed to be held by Seller until such Non-Assigned Asset can be assigned (the “Holding Period”). During the Holding Period, Seller shall grant to Buyer an exclusive right and license to use each such Non-Assigned Asset and provide Buyer with the economic benefits and risks of ownership of the Non-Assigned Assets, the intent of the Parties being to provide Buyer, to the extent requiredthe same can be reasonably done, with the same access and ability to utilize such Non-Assigned Assets as if such Non-Assigned Assets had been included within the Seller Property. To the extent that Buyer is provided the benefits (if any) of any such Non-Assigned Asset (whether from Seller or otherwise), (i) Buyer shall perform for the assignment benefit of any Assumed Contracts third party the obligations of Seller arising from and after the Closing thereunder or in connection therewith and (ii) Buyer shall pay, perform and discharge, and Buyer and Tristream shall indemnify Seller against and hold Seller harmless from, all Losses of Seller relating to which it is a party. Seller such performance or failure to perform; provided, however, that such indemnity shall use its commercially reasonable efforts not include any claims arising from Seller’s failure to obtain any and all consents necessary for the effective assignment to and assumption by Buyer required Consent. Upon receipt of the Assumed ContractsConsent related to a Non-Assigned Asset, such Non-Assigned Asset shall automatically be deemed to be part of the Intellectual PropertySeller Property without the need for any further action on the part of the Parties or any other Person and without the payment of any additional consideration, the Registrations provided that, Seller and the Assumed Liabilities, Buyer will take or cause to be taken such further action (including the Third Party Consents set forth on Attachment 4.2(aexecution and delivery of such further instruments and documents) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portionsNon-Assigned Asset as the other Party reasonably may request, all without further consideration. Buyer shall cooperate in good faith with Seller in connection with the pursuit of the Consents. Buyer shall pay all reasonable and customary fees to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and any third party for the account purpose of Buyer obtaining any Consent and all reasonable and customary costs and expenses of any and all rights third party resulting from the process of Seller against the other party thereto arising out of the breach or cancellation thereof by obtaining such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledConsents.

Third Party Consents. To Nothing in this Agreement or the extent Ancillary Agreements will be construed as an agreement to assign any Transferred Contract or other Transferred Asset that any Assumed Contract, Intellectual Property by its terms or Registration pursuant to applicable Law is not assignable capable of being sold, assigned or transferred without the consent or waiver of another party, a third party or Governmental Authority or without the expiration or termination of any waiting period under any non-U.S. Law applicable to the transactions contemplated by this Agreement shall not constitute an unless and until such consent or 16 waiver is given or such waiting period has expired or terminated. The Parties will use their commercially reasonable efforts, and will cooperate reasonably with each other, to obtain such consents and waivers, to cause such expiration or termination of any such waiting period, if any, and to resolve the impediments to the assignment or an attempted assignment thereof transfer contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers or to cause the expiration or termination of any other waiting periods, if any, that are necessary to convey to the Company all of the Transferred Assets. In the event such assignment consents or attempted assignment would constitute a breach thereof waivers are not obtained or a default thereunder. Seller and Buyer shall each such waiting periods, if any, have not expired or terminated prior to the Closing Date, the Parties will continue to use their commercially reasonable efforts to obtain the consent relevant consents or waivers or cause the expiration or termination of [****]*such waiting periods until such consents or waivers are obtained or such waiting periods have expired or terminated. The Seller will cooperate with the Company in any lawful, contractually permitted and economically feasible arrangement to provide that the Company will receive the interest of the Seller in the benefits under any such Transferred Contract or other Transferred Asset, including performance by the Seller, if economically feasible, as agent; provided that the Company will undertake to pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All Company would have been responsible therefor if such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any or waivers had been obtained or such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has waiting periods had expired or had been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledterminated.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.

Third Party Consents. To the extent that any Assumed ContractBusiness Contract or Business Permit, or any license, sublicense or other agreement to which Seller or any of its Subsidiaries is a party and pursuant to which Seller or any of its Subsidiaries is authorized to use any third-party Intellectual Property (including generally available "shrink wrap" licenses) relating to the Business or Registration to the Purchased Assets, is not assignable without the consent consent, waiver, approval or other action of another a third party or notice to a third party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such consent, waiver, approval or other action has not been obtained and delivered to Purchaser or if such notice has not been given or such assignment or attempted assignment would otherwise constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a partythereof. Seller shall use its commercially reasonable best efforts to obtain such consent, waiver of such third party approval or other action or to give such notice as to permit or effect the assignment of any and such Business Contract, Business Permit, license, sublicense or other agreement to Purchaser in all consents necessary cases in which such consent, waiver, approval, other action or notice is or may be required for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerassignment. If any such consent consent, waiver, approval or other action shall not be obtainedobtained or such notice cannot be given, Seller shall cooperate with Buyer Purchaser in any reasonable arrangement designated by Purchaser designed to provide for Buyer Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer Purchaser under the relevant Assumed affected Business Contract, Intellectual Property Business Permit, license, sublicense or Registration, other agreement including permission for use of premises or enforcement at the cost and for the account of Buyer Purchaser of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such assignment or arrangement cannot be made, Buyer Purchaser shall have no obligation pursuant to Section 2.3 or otherwise any provision of this Agreement with respect to any such Assumed Business Contract, Intellectual Property Business Permit, license, sublicense or Registrationother agreement. The provisions of this Section 2.7 2.07 shall not affect the right of Buyer Purchaser not to consummate the transactions purchase of Purchased Assets contemplated by this Agreement if any of the condition conditions to its obligations hereunder contained Purchaser's obligation to purchase the Purchased Assets, as set forth in Section 9.1 Article VII, has not been fulfilledsatisfied.

Third Party Consents. At the Closing, Seller shall assign, and Purchaser shall assume and be entitled to, all rights, benefits, interests, duties and obligations under the Assumed Contracts. To the extent that any Assumed Contract, Intellectual Property or Registration Contract is not assignable without the consent of another partyany other party to such Contract (“Other Parties”), this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer Purchaser shall each use commercially their respective best efforts (provided that Purchaser shall bear all reasonable efforts and documented out-of-pocket expenses of Seller that are borne after notice is given to obtain the consent of [****]*Purchaser and Purchaser consents to such expenses) to obtain, as soon as reasonably practical and subject to the extent required, for Purchaser obtaining all necessary Permits in connection with the assignment of any such Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed ContractsContract, the Intellectual Property, consent of each Other Party to each Assumed Contract to the Registrations and the assignment of any such Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All Contract to Purchaser in all cases in which such consents shall consent is or may be in writing and executed counterparts thereof shall be delivered promptly to Buyerrequired for such assignment. If any such consent shall not be obtainedobtained as of the Closing Date, Seller shall cooperate with Buyer Purchaser in any reasonable arrangement designed to provide for Buyer Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer Purchaser under the relevant applicable Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer Purchaser of any and all rights of Seller against the other party Other Party thereto arising out of the breach or cancellation thereof by such other party Other Party or otherwise. If Purchaser acknowledges that it has reviewed each Assumed Contract. Seller represents, warrants and agrees that it has obtained the consent of each Other Party to each Assumed Contract to permit Purchaser to act as a subcontractor to Seller under each Assumed Contract, except as set forth on Schedule 7.10. In furtherance of the extent that such arrangement cannot be madeforegoing, Buyer at the Closing Seller and Purchaser shall have no obligation pursuant to Section 2.3 or otherwise enter into a Subcontractor Agreement in the form of Exhibit C. In addition, after the Closing Date, Seller shall maintain insurance with respect to any the Assets and the Assumed Contracts at the same levels as prior to the Closing, so long as such Assumed ContractContracts and related Assets are covered by the Subcontractor Agreement, Intellectual Property or Registration. The provisions and Purchaser shall reimburse Seller for Seller’s incremental out-of-pocket costs of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledsuch post-Closing insurance.

Third Party Consents. To Without derogating from the conditions to Closing set forth in Article 6, to the extent that any Assumed Acquired Asset (including Assigned Contract, Intellectual Property or Registration ) is not assignable without the consent of another partyPerson, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof thereof. To the extent the preceding sentence applies in respect of an Assigned Contract, at the Closing, Purchaser will assume and agree to pay, perform and satisfy when due the liabilities of Seller under such Assigned Contract (but not such Assigned Contract itself) to the extent that such liabilities would otherwise be an Assumed Liability, and the rights and benefits of Seller under such Assigned Contract or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*resulting therefrom (but not such Assigned Contract itself), to the extent requiredthat such rights and benefits would otherwise be an Acquired Asset, for the assignment of any Assumed Contracts will be sold, transferred and assigned to which it is a partyPurchaser. Seller shall use its commercially reasonable efforts to obtain assist Purchaser (at Purchaser’s expense) in obtaining the consent of such other Person to the assignment of any and such Acquired Asset to Purchaser in all consents necessary cases in which such consent is required for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerassignment. If any such consent shall not be obtained, Seller shall cooperate with Buyer Purchaser in any reasonable arrangement designed to provide for Buyer Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer Purchaser under the relevant Assumed Contract, Intellectual Property or RegistrationAcquired Asset, including enforcement at the cost and for the account of Buyer Purchaser of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, in each case at Purchaser’s sole expense. If and Notwithstanding anything to the extent that such arrangement cannot be madecontrary, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions the obligations of Seller under this Section 2.7 2.12 shall not affect in no event extend beyond the right completion of Buyer not the Wind-Up. Seller shall [***] the consent to consummate assignment of the transactions contemplated by this Agreement if contract counterparty for the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledAssigned Contracts listed on Schedule 2. [***].

Third Party Consents. To (a) Except with respect to the extent that any Assumed ContractExcluded Assets, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each Purchaser will use commercially reasonable efforts to obtain all waivers, consents, novations, approvals, authorizations and clearances and to effect all registrations, filings and notices with or to third parties or Governmental Authorities which are reasonably necessary or desirable in connection with the assignment of the Contracts to the Company and obtaining consent to a change of control. Any Contract or Lease (other than the GSA Contract) that has not been so assigned or novated to the Company by the Effective Time under the Contribution Agreement shall be deemed an "Unassigned Contract". (b) Notwithstanding anything in this Agreement to the contrary, if the consent or novation of [****]*, to the extent required, any third party required for the assignment of any Assumed Contracts Contract or Lease (other than the GSA Contract) has not been obtained by the Closing Date, Seller and Purchaser will cooperate in a commercially reasonable manner, which shall not include the payment of money to which it a third party by Seller, to obtain such consent or novation for such Unassigned Contract, and will and hereby does grant the Company the exclusive right to perform all obligations under and receive the benefits of such Unassigned Contract on behalf of Seller (unless prohibited by law or by the terms of such Unassigned Contract and subject to the Company and/or the Converted Companies assuming and performing all obligations and liabilities of Seller and/or the Subsidiaries under such Unassigned Contract) (collectively, the "Subcontracting Arrangement"), until the earlier of (i) the date that is six (6) months after the Closing Date (the "Initial Period"), (ii) the replacement of such Unassigned Contract with a partysubstantially equivalent contract from the same party (a "Replacement Contract") or (iii) the receipt of a consent or novation required for the assignment of such Unassigned Contract. Seller Purchaser shall cause the Company to, and the Company shall use its commercially reasonable efforts to, assist Seller in obtaining the necessary consents or novations, but if following Seller's commercially reasonable efforts to obtain such consents or novations, Seller certifies to Purchaser in writing that it appears that a third party consent or novation cannot be obtained for any and all consents necessary for Unassigned Contract prior to the effective assignment to and assumption by Buyer end of the Assumed Initial Period, Purchaser shall cause the Company to, and the Company shall use commercially reasonable efforts to, obtain a Replacement Contract for such Unassigned Contract. After the date hereof, Seller shall, prior to contacting any third party regarding a consent or novation, provide Purchaser with the right to review the form of communication to be used by Seller to obtain consents and novations and shall include any reasonable modification to such form requested by Purchaser within two (2) business days of submission to Purchaser. With respect to Material Contracts, the Intellectual PropertyPurchaser shall be promptly provided upon receipt or delivery thereof a copy of all correspondence with third parties regarding consents and novations and a copy of all written replies. In seeking such consents and novations, the Registrations and the Assumed LiabilitiesSeller shall not agree to any amendment of any Contract or Lease, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 or to any other adverse modification of the Disclosure Schedule. All such consents shall be in writing relationship between the 39 48 Company and executed counterparts thereof shall be delivered promptly to Buyer. If any such third party, without the prior written consent of Purchaser (which consent shall not be obtainedunreasonably withheld). (c) If a third party consent or novation or Replacement Contract for any Mission Critical Contract (other than the GSA Contract) has not been obtained prior to the end of the Initial Period, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted Initial Period and filed separately with the Sec. Confidential treatment has been requested Subcontracting Arrangement with respect to such Mission Critical Contracts only shall be extended for up to three (3) additional months (the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer "Extended Initial Period"). (d) The Company shall have no obligation pursuant under, or receive any benefits of, any Unassigned Contract after the expiration of the Initial Period, except for (i) any Unassigned Contract for which a consent or novation required for the assignment of such Unassigned Contract to Section 2.3 the Company has been obtained and (ii) any Mission Critical Contract until the expiration of the Extended Initial Period. (e) Seller shall terminate any Unassigned Contract for which a consent or otherwise novation required for such Unassigned Contract's assignment has not been obtained upon the earlier of (i) the expiration of the Initial Period or (ii) the execution and delivery of a Replacement Contract, or, with respect to any such Assumed Unassigned Contract that is a Mission Critical Contract, Intellectual Property upon the earlier of (x) the expiration of the Extended Initial Period or Registration. The provisions (y) the execution and delivery of a Replacement Contract; provided, however, that if the termination of any Unassigned Contract would result in a penalty or other extra expense to Seller, then such termination shall be solely in the discretion of Seller and Seller shall be responsible for any liabilities arising under or related to such Unassigned Contract after the Subcontracting Arrangement. (f) Subject to the terms and conditions of this Section 2.7 Agreement and the Ancillary Agreements, all obligations and liabilities arising under the Unassigned Contracts during the Initial Period, or to the extent the Unassigned Contract is a Mission Critical Contract, the Extended Initial Period, if applicable, shall not affect be deemed to constitute Assumed Liabilities. Notwithstanding any of the right foregoing, from and after the date of Buyer not this Agreement, Seller shall have no obligation to consummate the transactions contemplated by this Agreement if the condition to renew any Contract that comes up for renewal or that will expire in accordance with its obligations hereunder contained in Section 9.1 has not been fulfilledown terms.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration Transferred Asset is not assignable capable of being conveyed, assigned or transferred without the consent consent, release or waiver of another any third party, the Seller agrees to use commercially reasonable efforts to obtain such consent, release or waiver. To the extent such consent, release or waiver cannot be obtained, this Agreement shall not constitute an a conveyance, assignment or transfer, or an attempted assignment thereof if such conveyance, assignment or attempted assignment would constitute a breach thereof transfer thereof. In those cases where consents, releases or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, waivers have not been obtained at or prior to the extent requiredEffective Date to the conveyance, assignment or transfer to Interland of such Transferred Assets, this Agreement shall constitute an equitable assignment by the Seller to Interland of all of the Seller's rights, benefits, title and interest in and to such Transferred Assets, and where necessary or appropriate, the Seller shall be deemed to be Interland's agent for the assignment purpose of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any completing, fulfilling and discharging all consents necessary for of Interland's rights and liabilities arising after the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested Effective Date with respect to such Transferred Assets. The Seller shall take all steps and actions reasonably necessary to provide Interland with the omitted portions. to Buyer under the relevant Assumed Contractbenefit of such Transferred Assets (including, Intellectual Property or Registrationbut not limited to, including enforcement at the cost and for the account of Buyer of (i) enforcing any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed ContractTransferred Assets (including, Intellectual Property without limitation, the right to terminate in accordance with the terms thereof upon the advice of Interland) or Registration(ii) permitting Interland to enforce any rights arising with respect to such Transferred Assets) as if they had been sold, conveyed, assigned or transferred to Interland. The provisions Interland shall assume, and indemnify and hold Seller harmless against, all liabilities, obligations, cost and expenses with respect to and which may arise out of actions taken by Seller at the request of Interland in order to provide Interland with the benefits of such Transferred Assets or the servicing of the Accounts or the receipt of the services under any agreement comprising such Transferred Assets; provided, however that Seller shall be liable for all third-party liabilities, obligations, cost and expenses arising out of a claim by a third-party that the actions of Seller taken pursuant to this Section 2.3 constituted an improper assignment of the Transferred Asset (an "Assignment Claim"). For purposes of this Section 2.7 Agreement, any Assignment Claim shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledbe deemed an Assumed Liability.

Third Party Consents. To the extent that (a) If Sellers’ or Owner’s rights to any Assumed Contract, Intellectual Property or Registration is Purchased Asset may not assignable be transferred without the consent of another partyperson or entity, and if such consent has not been obtained as of the Closing Date as applicable, despite the exercise by Sellers or Owner of their respective reasonable efforts, this Agreement shall not constitute an assignment or agreement to transfer such Purchased Asset (a “Non-Transferred Purchased Asset”) if an attempted assignment transfer thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunderbe unlawful. Seller In any such case, Sellers and Owner, to the maximum extent permitted by law, (i) shall act as the Buyer’s agent to obtain for Buyer the benefits and satisfy the associated obligations related to the Non-Transferred Purchased Asset, and (ii) shall cooperate with Buyer in any other reasonable arrangement designed to provide those benefits to the Buyer, including by agreeing to remain liable under any applicable contract, and Buyer shall each with cooperation from Sellers make any payments with respect to a Non-Transferred Purchased Asset required to obtain the benefit thereof. (b) With respect to any Equipment Indebtedness that is not a Non-Transferred Purchased Asset and may not be transferred without the consent of another person or entity, and if such consent has not been obtained as of the Closing Date despite the exercise by Sellers or Owner of their respective reasonable efforts, Sellers shall continue to perform, and make all payments required, under the terms of such Equipment Indebtedness until such time as such Equipment Indebtedness is transferred to Buyer and Buyer assumes the related Equipment Indebtedness. Until such transfer and assumption, the Parties shall cooperate to allow Buyer to make any payments required pursuant to such Equipment Indebtedness on behalf of Sellers. The Parties shall cooperate to obtain a release of Owner and Sellers, as applicable, from the applicable Equipment Indebtedness at the time of its transfer and assumption. (c) Nothing contained in this Section 4.9 shall relieve the Sellers or Owner of their respective obligations under any other provisions of this Agreement, including the obligation pursuant to Section 4.4 to use commercially their respective reasonable efforts to obtain the consent of [****]*, the applicable person or entity to transfer the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly Non-Transferred Purchased Asset to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller PROVIDING PARTY shall use its commercially reasonable efforts to obtain any keep and all consents necessary for maintain in effect its relationships with its vendors that are integral to the effective assignment to and assumption by Buyer provision of the Assumed ContractsCorporate Services. PROVIDING PARTY shall use commercially reasonable efforts to procure any waivers, permits, consents or sublicenses required by third party licensors, vendors or service providers under existing agreements with such third parties in order to provide any Corporate Services hereunder (“Third Party Consents”); the Intellectual Property, the Registrations and the Assumed Liabilities, including the costs for Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 for Corporate Services that are to be provided as of the Disclosure Schedule. All such consents Effective Date shall be determined in writing and executed counterparts thereof accordance with Section 5.7(h) of the Purchase Agreement; the costs for any other Third Party Consents pursuant to this Agreement shall be delivered promptly borne by the RECEIVING PARTY. In the event that PROVIDING PARTY is unable to Buyerprocure such Third Party Consents on commercially reasonable terms, PROVIDING PARTY agrees to so notify RECEIVING PARTY, and to use commercially reasonable efforts to assist RECEIVING PARTY with the transition to another vendor. If If, after the Effective Date, any such consent shall not be obtained, Seller shall cooperate one or more vendors (i) terminates its contractual relationship with Buyer in any reasonable arrangement designed PROVIDING PARTY or ceases to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately products or services associated with the Sec. Confidential treatment has been requested Corporate Services or (ii) notifies PROVIDING PARTY of its desire or plan to terminate its contractual relationship with respect PROVIDING PARTY or (iii) ceases providing the products or services associated with the Corporate Services, then, in either case, PROVIDING PARTY agrees to the omitted portions. to Buyer under the relevant Assumed Contractso notify RECEIVING PARTY, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to use commercially reasonable efforts to assist RECEIVING PARTY with the extent transition to another vendor so that such arrangement cannot be made, Buyer shall have no obligation pursuant RECEIVING PARTY may continue to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registrationreceive similar products and services. The provisions of this Section 2.7 1.3(a) shall not affect apply to all portions of this Agreement, including without limitation the right remainder of Buyer not to consummate this Article I, where the transactions contemplated by this Agreement if specified actions or Corporate Services requires any such waiver, permit, consent or sublicense, and the condition to its obligations hereunder contained shall be subject to receipt thereof (provided, that in Section 9.1 has not been fulfilledthe absence of such waiver, permit, consent or sublicense the parties shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to enter into permissible alternative arrangements necessary to take such actions or provide such Corporate Services).

Third Party Consents. To After the extent that any Assumed Contractdate hereof and prior to the Closing, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement Seller shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use all commercially reasonable efforts to obtain the written consent of [****]*from any party to any Contract, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilitiesagreement or instrument, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant each Assumed Contract, Permit, Software license, Intellectual Property license or RegistrationLease which is required to permit the consummation of the transactions contemplated hereby. Buyer shall provide all reasonable assistance to Seller to obtain such consents, including enforcement at the cost by providing financial information about Buyer to Seller and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and parties to a Contract, to the extent that such arrangement canassistance does not conflict with or violate any confidentiality or non-disclosure restrictions applicable to Buyer. No Consent required for the assignment of the Acquired Assets set forth on Schedule 3.1(b), except as specifically set forth in Section 5.2(d), shall be made, Buyer shall have no a condition to Buyer's obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if Agreement. Except for any breach of the condition covenants set forth in Article 4, Seller shall have no liability to Buyer for the failure to obtain any such Consents. Notwithstanding anything to the contrary contained in this Agreement, Seller will not assign to Buyer at the Closing any Acquired Assets which require, prior to its assignment, the Consent of any third party unless such Consent has been obtained prior to or on the Closing Date. With respect to each such Acquired Asset not assigned at the Closing, Seller shall maintain its interest in such Acquired Asset and Buyer and Seller shall use all commercially reasonable efforts to obtain such Consents. Such Acquired Assets shall be promptly assigned and transferred to Buyer immediately upon receipt of such Consent. Notwithstanding the absence of any Consent to the assignment of an Acquired Asset, Seller shall maintain its interests in such Acquired Asset for the benefit of Buyer and, to the extent that Seller may provide Buyer with such benefits without violating the terms of any Contract affecting such Acquired Asset, Buyer shall be entitled to all benefits in and under such Acquired Asset from and after the Closing Date. To the extent the benefits (net of any related expenses, which shall be prorated in accordance with Section 2.6), under an Assumed Contract are provided to Buyer, Buyer shall perform at its sole expense the obligations hereunder contained in Section 9.1 has not been fulfilled.of Seller to be performed under the Assumed Contracts and shall indemnify Seller for all obligations arising under such Assumed Contracts for events occurring after June 29, 1998 (except for knowing or bad faith violations of the terms or conditions of such Assumed

Third Party Consents. To In the extent that case of any Assumed Contract, Intellectual Property or Registration is Contracts included in the Purchased Assets but which cannot assignable be transferred effectively without the consent of another a third-party, this Agreement whose consent has not been obtained prior to Closing, Seller shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each continue to use all commercially reasonable efforts and Purchaser shall fully cooperate with Seller to obtain the consent of [****]*all required consents or approvals to remove any other impediments to such assignment, to the extent required, for the assignment of any Assumed Contracts to which it is a party. and (b) Purchaser shall cooperate with Seller shall use its commercially reasonable efforts to obtain any (and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer Purchaser) in any reasonable arrangement designed arrangements to provide for Buyer Purchaser with the benefits intended and burdens of such Contract after the Closing Date to the same extent as if such Contract had been assigned to Purchaser (such arrangement, an “Alternative Arrangement”). Seller and Purchaser shall agree in good faith as to the terms of such Alternative Arrangement, which arrangement shall be in substantially the form of the subcontract attached hereto as Exhibit D. If, subsequent to the Closing, Seller obtains all required consents or approvals required to assign any such Contracts, the Contracts for which consent or approval to assign has been obtained shall at that time be deemed to be assigned * Certain information on this page conveyed, granted, bargained, sold, transferred, setover, assigned, released, delivered and confirmed to Purchaser and assumed by Purchaser, without need of further action by Seller or of further documentation except for written notice from Seller to Purchaser that such consent or approval has been omitted obtained; and filed separately with from and after the Sec. Confidential treatment has been requested with respect effective date, any such Contracts are assigned to the omitted portions. to Buyer Purchaser and no Party shall have any further liability under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledAlternative Arrangement related thereto.

Third Party Consents. To As promptly as practicable after the extent that date hereof, the respective Seller will give all required notices to any Assumed Contractthird parties and will use commercially reasonable efforts to obtain the consents, Intellectual Property novations or Registration is not assignable without waivers (prior to the consent of another partyClosing) set forth on Schedule 2.1.5. Notwithstanding anything contained herein to the contrary, this Agreement shall not constitute an assignment or an attempted assignment thereof of any Contract if such assignment or attempted assignment would constitute be a breach thereof or a default thereunderwithout the counterparty’s consent. Seller Sellers and Buyer shall each use commercially reasonable efforts following the Closing to obtain the consent of [****]*all consents, to the extent requirednovations, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents waivers set forth on Schedule 6.3 of 2.1.5 to the Disclosure Schedule. All such consents shall be in writing extent not obtained prior to Closing, and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtainedfrom and after the Closing Date, Seller Sellers and Buyer shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under such Contract, provided, however, that neither Sellers nor Buyer shall not be required to incur out-of-pocket expenses or agree to any monetary obligations or non-monetary commitments in connection with the relevant foregoing. In the case of Assumed Contracts included in the Acquired Assets, if such consents, novations or waivers are not obtained on or prior to the Closing Date, or if an attempted assignment would be ineffective, until such consent, novation or waiver is obtained, Sellers shall use commercially reasonable efforts to (i) provide to Buyer the benefits of each such Assumed Contract, Intellectual Property or Registration(ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Buyer and (iii) enforce, including enforcement at the cost request and expense of Buyer and for the account of Buyer Buyer, any rights of any Seller arising from any such Assumed Contract; and Sellers will promptly pay to Buyer when received all rights of monies received by any Seller against the other party thereto arising out of the breach or cancellation thereof by under such other party or otherwiseAssumed Contract, except for any monies received under any such Assumed Contract that would constitute an Excluded Asset. If and to To the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to is provided the benefit of any such Assumed Contract, Intellectual Property Buyer will perform or Registrationdischarge, on behalf of the applicable Seller, such Seller’s obligations and liabilities under each such Assumed Contract in accordance with the provisions thereof except for any obligations and liabilities under any such Assumed Contract that constitute a Retained Liability. The provisions of this Section 2.7 shall not affect Once a necessary consent, novation or waiver is obtained, the right of applicable Assumed Contract will be deemed to have been automatically transferred to Buyer not to consummate on the transactions contemplated by terms set forth in this Agreement if with respect to the condition other Assumed Contracts transferred and assumed at the Closing, and consistent with the foregoing, the obligations pursuant to its obligations hereunder contained in Section 9.1 has not been fulfilledthe applicable Assumed Contract will be deemed to be Assumed Liabilities, and the rights pursuant to the applicable Assumed Contract will be deemed to be Acquired Assets.

Third Party Consents. (a) To the extent that Seller's rights under any Assumed Contract, Intellectual Property or Registration is contracts (other than the Subscriber Agreements) relating to the Business may not assignable be assigned without the consent of another a third party, which consent has not been obtained prior to Closing, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunderbe unlawful. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*Seller, to the extent requiredat its expense, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all such required consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered as promptly to Buyeras possible after Closing. If any such consent consents are not obtained or if any attempted assignment would be ineffective or would impair Buyer's rights so that Buyer would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and by the terms of the applicable contract(s), at Seller's expense, shall not be obtainedact for six months after the Closing as Buyer's agent in order to obtain for Buyer the benefits thereunder, Seller and shall cooperate cooperate, to the maximum extent permitted by law and by the terms of the applicable contract(s), with Buyer in any other reasonable arrangement designed to provide for Buyer the benefits intended of such contracts to Buyer. Alternatively, at Seller's option, Seller may recharacterize any contract of Seller for which the required consent of a third party could not be obtained at Closing or within six months after Closing Date as an Excluded Asset (and not an Asset to be assigned * Certain information on this page has transferred to Buyer), and all rights and obligations relating to such contract shall remain with Seller. (b) Notwithstanding Section 1.6.3(a) above, should Seller be unable to obtain the third party consents required to assign the hospital contract with certain Columbia hospitals, dated January 1, 1995, as amended ("Columbia Hospital Contract"), Seller shall attempt to substitute an adequate hospital network for the existing service area of the HMO Business. Irrespective of whether Seller or Buyer provides such substitute hospital network, Seller shall pay to Buyer 75% of the excess (if any) of the amount that Buyer must pay for hospital services with such substitute hospital delivery network over the amount which Buyer would have enjoyed as an assignee of Seller pursuant to the Columbia Hospital Contract, for the period from the Closing Date through December 31, 1999. The amount due hereunder shall be determined by repricing the services actually used during the period in question as if they had been omitted and filed separately with provided under the Sec. Confidential treatment has been requested Columbia Hospital Contract. (c) All third party consent issues with respect to the omitted portions. Subscriber Agreements shall be resolved pursuant to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out terms of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledAssumption Reinsurance Agreement.

Third Party Consents. To (a) If Sellers’ or Owner’s rights to any Purchased Asset, the extent that any Assumed Contract, Intellectual Property First Closing Equity or Registration is the Second Closing Equity may not assignable be transferred without the consent of another partyperson or entity, and if such consent has not been obtained as of the First Closing Date or Second Closing Date, as applicable, despite the exercise by Sellers or Owner of their respective reasonable efforts, this Agreement shall not constitute an assignment or agreement to transfer such Purchased Asset (a “Non-Transferred Purchased Asset”) if an attempted assignment transfer thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunderbe unlawful. Seller In any such case, Sellers and Owner, to the maximum extent permitted by law, (i) shall act after the First Closing or Second Closing, as applicable, as the Buyer’s agent to obtain for Buyer the benefits and satisfy the associated obligations related to the Non-Transferred Purchased Asset, and (ii) shall cooperate with Buyer in any other reasonable arrangement designed to provide those benefits to the Buyer, including by agreeing to remain liable under any applicable contract, and Buyer shall each with cooperation from Sellers make any payments with respect to a Non-Transferred Purchased Asset required to obtain the benefit thereof. (b) With respect to any Equipment Indebtedness that is not a Non-Transferred Purchased Asset and may not be transferred without the consent of another person or entity, and if such consent has not been obtained as of the First Closing Date despite the exercise by Sellers or Owner of their respective reasonable efforts, Sellers shall continue to perform, and make all payments required, under the terms of such Equipment Indebtedness until such time as such Equipment Indebtedness is transferred to Buyer and Buyer assumes the related Equipment Indebtedness. Until such transfer and assumption, the Parties shall cooperate to allow Buyer to make any payments required pursuant to such Equipment Indebtedness on behalf of Sellers. The Parties shall cooperate to obtain a release of Owner and Sellers, as applicable, from the applicable Equipment Indebtedness at the time of its transfer and assumption. (c) Nothing contained in this Section 5.11 shall relieve the Sellers or Owner of their respective obligations under any other provisions of this Agreement, including the obligation pursuant to Section 5.4 to use commercially their respective reasonable efforts to obtain the consent of [****]*, the applicable person or entity to transfer the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly Non-Transferred Purchased Asset to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.

Third Party Consents. To (a) Seller and Buyer agree that the extent third party consents that are listed on Schedule 8.7(a) and which the underlying Contract has not expired or terminated prior to the Closing Date shall be all of the third party consents needed to satisfy the condition precedent described in Section 9.4 (the "Necessary Third Party Consents"). Buyer agrees to assume all risk and liability resulting from the failure to obtain any other third party consents that are required in connection with the sale and assignment of the Subject Business and the Acquired Assets from Seller to Buyer, but are not treated as between Seller and Buyer as Necessary Third Party Consents. Buyer agrees to cooperate in good faith with Seller and take all commercially reasonable actions, other than the payment of consent money, in connection with obtaining the Necessary Third Party Consents and the release of Seller or its Affiliates with respect to a guarantee, if any, that is associated with a Necessary Third Party Consent. Buyer understands that certain of the Assumed Contracts are in the name of one of Seller's Affiliates and the parties agree to use commercially reasonable efforts, other than the payment of consent money, in connection with obtaining the consent of the third party. (b) As soon as practicable after the date hereof, Buyer and Seller agree to work in good faith to begin notifying the Customers, suppliers and other Persons having current business relationships with the Subject Business that the Subject Business is under contract to be sold to Buyer, and Buyer and Seller agree to cooperate in good faith and to take all commercially reasonable and necessary actions, other than the payment of consent money to a third party, required to assign to Buyer each Assumed Contract and obtain a release of Seller and its Affiliates with respect to any Assumed Contract guarantees. In addition, within 10 days after the Closing Date, Buyer shall confirm, in writing, to all Customers, suppliers and other Persons having current business relationships with the Subject Business that the Subject Business has been sold to Buyer; and the form of such notice shall be reasonably acceptable to Seller and shall additionally contain a provision in all notices to vendors and suppliers under the Operating Contracts assigned to Buyer that the Seller shall not be responsible for the payment for any goods or services that are provided under the Operating Contracts from and after the Closing Date. Except with respect to the Necessary Third Party Consents that are not waived by Buyer, if Seller is unable to obtain the requisite consent to assignment of any Assumed Contract or the release of Seller or its Affiliates with respect to a guarantee of any Assumed Contract prior to the Closing Date, the obtaining of such consent shall not be a condition to Closing. If Buyer and Seller should determine that any consent to assignment to Buyer is reasonably necessary to the continued operation of the Subject Business either commercially or in accordance with Applicable Law, then, except where such action would be unlawful or prohibited by the affected Assumed Contract, Intellectual Property Seller shall retain the affected Assumed Contract and shall enter into an arrangement with Buyer to provide Buyer with the benefits of such Assumed Contract until such Assumed Contract is properly assigned to Buyer or Registration is not assignable without expires at the consent of another partyearliest opportunity in accordance with its terms, this Agreement provided, that Buyer shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. perform Seller's obligations thereunder arising after the Closing and Buyer shall indemnify Seller against any Damages arising in connection therewith from and after the Closing. (c) From and after the date hereof, Seller and Buyer shall each cooperate for the purpose of causing Buyer to be substituted, as of the Closing Date, for Seller and its Affiliates and Buyer shall use commercially reasonable efforts to obtain cause the consent release of [****]*Seller and its Affiliates, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer as of the Assumed ContractsClosing Date, the Intellectual Propertywith respect to each letter of credit, the Registrations and the Assumed Liabilitiesguaranty, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 bond or other indemnity obligation of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If Seller or any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested of its Affiliates with respect to the omitted portionsSubject Business (collectively, the "Seller Guarantee Obligations") listed on Schedule 8.7(c); provided, however, that Buyer will not have any obligation to pay any fees or expenses in connection with obtaining any such release and substitution other than the costs and expenses associated with the replacement bonds or other sureties. to Buyer under the relevant Assumed ContractIn addition, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contractother Seller Guarantee Obligation that the parties become aware of, Intellectual Property Buyer agrees that it will cooperate for the purpose of causing Buyer to be substituted, as of the Closing Date, for Seller and its Affiliates and use commercially reasonably efforts to cause the release of Seller and its Affiliates, as of the Closing Date. Buyer agrees to be responsible for all of the normal fees of Seller and its Affiliates and all Damages incurred by Seller or Registration. The provisions any of this Section 2.7 shall not affect its Affiliates under any Seller Guarantee Obligation or any drawing made or acceptance delivered thereunder with respect to events giving rise to liability under any Seller Guarantee Obligation occurring from and after the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledClosing Date.

Third Party Consents. (a) To the extent that any Assumed ContractThird-Party Consent is required to be listed in Section 3.3 or Section 4.4 of the Seller Disclosure Letter in connection with the consummation of the transactions contemplated by this Agreement, Intellectual Property the Company and the Seller Parties shall use commercially reasonable efforts to obtain such Third-Party Consent on or Registration is not assignable without prior to the Closing Date; provided, however, that notwithstanding anything to the contrary in this Agreement, the Company and the Seller Parties shall have no obligation under this Agreement to pay any money or other consideration to any Person (except to the extent required to be paid in order to obtain such consent pursuant to the terms of any applicable agreement or contract) or to initiate any claim or proceeding against any Person in order to obtain any Third-Party Consents. (b) As soon as reasonably practicable after the date hereof, the Seller Parties shall cause the Relevant Companies to use reasonable best efforts to obtain any Client consents that are required under any Applicable Legal Requirement or Contract in connection with any of the transactions contemplated hereby (including the Pre-Closing Restructuring and the Post-Closing Restructuring) or as contemplated hereunder. The Seller Party shall also send a written notice, the form to be mutually satisfactory to Company and Buyer as soon as reasonably practicable after the date hereof, informing each investor in each Sponsored Fund of the transactions contemplated by this Agreement and, if required by any Contract or Applicable Legal Requirements, requesting the consent of another partysuch investor with respect to such transactions, such notice and consent to be in form and substance satisfactory to Buyer and consistent with Applicable Legal Requirements. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an assignment of, or an attempted assignment thereof agreement to assign, any customer contract if such either the applicable Client objects to the assignment or attempted if affirmative consent from the Client is required for the assignment would constitute a breach thereof and such consent is not obtained. (c) All notices and related materials distributed by the Seller Parties or a default thereunderthe Relevant Companies in connection with obtaining any Third-Party Consents shall comply with Applicable Legal Requirements (including NASD Rule 2110) and the terms of applicable Contracts, and shall be in form and substance reasonably satisfactory to Buyer. Seller The Company shall keep Buyer reasonably informed with respect to such Consents and the receipt of any communication received with respect to such consent. (d) Upon the request of the Company, Buyer shall each use commercially reasonable efforts to obtain assist the consent of [****]*Company in obtaining the Third-Party Consents pursuant to this Section 6.4, to the extent requiredreasonably requested by the Company; provided, for however, that notwithstanding anything to the assignment contrary in this Agreement, neither Buyer nor any of its Affiliates shall have any Assumed Contracts obligation under this Agreement to which it is a party. Seller shall use its commercially reasonable efforts pay any money or other consideration to any Person or to initiate any claim or proceeding against any Person in order to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Third-Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledConsents.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another party, (a) Notwithstanding anything else in this Agreement to the contrary, none of this Agreement, the Asset Transfer Agreement and the Ancillary Agreements shall not constitute an assignment agreement to assign, license, sublicense, lease, sublease, convey or an attempted assignment thereof if transfer at Closing any Transferred Assets as to which consent or approval from any Person is required but has not been obtained as of the Closing Date unless and until such assignment consent, approval or attempted assignment would constitute a breach thereof amendment is no longer required or a default thereunder. Seller has been obtained. (b) VPI and Buyer shall use, and cause each use commercially of their Subsidiaries to use, reasonable efforts endeavors to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 in Section 2.6 of the Seller's Disclosure Schedule. All Schedule and any other such consents, approvals or amendments identified by the parties after the date hereof, including using reasonable endeavors to obtain such consents after the Closing Date and upon obtaining the requisite consents or approvals thereto, such Transferred Assets shall be transferred and assigned to Buyer or the applicable Asset Transferee hereunder without further consideration thereof. Notwithstanding anything to the contrary in writing and executed counterparts thereof this Agreement, VPI shall be delivered promptly to Buyer. If any such consent responsible for its out-of-pocket expenses (including attorneys' fees) that may be reasonably required in connection with obtaining third party consents, provided, however, that VPI shall not be required to pay any fees or penalties to any third party in respect of such consents. (c) In the event such required consent, approval or amendment is not obtained, Seller the parties shall cooperate with Buyer in any use reasonable arrangement endeavors to enter into arrangements designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer or its Subsidiaries the benefits, and assume the obligations and costs arising under such Transferred Asset. Notwithstanding anything else set forth in this Section 2.6, neither VPI nor any other of its Subsidiaries shall be required to take any action that may, in the relevant Assumed Contractreasonable judgment of VPI or such Subsidiary, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer (i) result in a violation of any obligation which VPI or any such Subsidiary has to any third party or (ii) otherwise violate applicable Law. Buyer shall indemnify VPI or any of its Affiliates for all costs and all rights of Seller against the other party thereto losses arising out of the breach any actions (or cancellation thereof by such other party omissions to act) of VPI or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise any Retained Subsidiary taken in accordance with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect 2.6 at the right written direction of Buyer not to consummate the transactions contemplated by this Agreement if the condition to or any of its obligations hereunder contained in Section 9.1 has not been fulfilledSubsidiaries (including any WEEMEA Company or any Subsidiaries of a WEEMEA Company).

Third Party Consents. Each of the Vendors and the Purchaser shall reasonably cooperate and use commercially reasonable efforts to obtain, prior to Closing or termination of this Agreement, the consents and approvals of any Person that is required, necessary, proper or advisable to be obtained in respect of the transfer to the Purchaser by the Vendors on Closing of any of the Vendors’ rights under any Purchased Asset or in order to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents or to avoid any cancellation, termination or acceleration of any rights under, or constitute a default under any Assumed Contract (collectively, the “Third Party Consents”) all of which are described in Schedule 3.6, and which, for certainty, shall include the Major Contracts. To the extent that any Assumed ContractThird Party Consents have not been obtained as of Closing and the Closing occurs nevertheless, Intellectual Property or Registration is not assignable without the consent of another party, then (a) this Agreement and the documents contemplated hereby shall not constitute an assignment or agreement to assign the applicable Purchased Asset if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful and Buyer such Purchased Asset shall each not be assigned and transferred at the Closing and the Purchaser (or one or more of its Affiliates) shall not assume the applicable Vendor’s Liabilities or obligations with respect thereto at the Closing, to the extent such Liabilities or obligations constitute Assumed Liabilities, (b) the Vendors shall continue to reasonably cooperate with the Purchaser and use their commercially reasonable efforts to obtain the necessary consent or approval as soon as practicable after the Closing, (c) upon the obtaining of [****]*such consent or approval, the Vendors and the Purchaser shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be necessary to assign and transfer such Purchased Asset (and the associated Liabilities and obligations of the Vendors, to the extent requiredsuch Liabilities and obligations constitute Assumed Liabilities) to the Purchaser or one or more of its Affiliates and (d) from and after the Closing until - 42 - the assignment, for the assignment pursuant to clause (c) above, of any Assumed Contracts Contract that was not transferred at the Closing in accordance with this Section 3.6 and to which it is the Purchaser notifies Solutions Canada that this clause (d) shall apply, the Purchaser shall perform and fulfill, or cause to be performed and fulfilled, on a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for subcontractor basis, the effective assignment to and assumption by Buyer obligations of the applicable Vendor or Vendors to be performed and fulfilled under such Assumed ContractsContract, and such Vendor or Vendors shall promptly remit to (or as directed by) the Purchaser all payments received by such Vendor or Vendors under such Assumed Contract for services performed during such period, provided, in the case of this clause (d), that the Purchaser shall indemnify the applicable Vendor for any Loss suffered by the other party to such Assumed Contract (i) with respect to the period following the Closing during which the Purchaser performs and fulfills, or causes to be performed and fulfilled, on a subcontractor basis, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 obligations of the Disclosure Schedule. All applicable Vendor or Vendors to be performed and fulfilled under such consents shall be Assumed Contract and (ii) only to the extent that such Loss is based on facts, circumstances or events that arise during the period referred to in writing and executed counterparts thereof shall be delivered promptly to Buyerclause (i) of this proviso. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would impair Purchaser’s rights under the Purchased Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, Seller the Vendors, to the maximum extent permitted by Applicable Laws and such Purchased Asset, shall after the Closing provide to the Purchaser the benefit of such Purchased Asset in order to obtain for it the benefits thereunder and shall cooperate at the Vendors’ sole cost and expense, to the maximum extent permitted by Applicable Law, with Buyer the Purchaser in any other reasonable arrangement designed to provide for Buyer the such benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or RegistrationPurchaser, including enforcement at the cost and for the account of Buyer of enforcing any and all rights of Seller against the other party thereto arising out of the breach under such Purchased Asset or cancellation thereof by allow Purchaser or its designees to enforce such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledrights.

Third Party Consents. To (a) All Third Party Consents listed on Schedule 3.12(d)-2 shall be obtained within thirty (30) days of the extent date of this Agreement. If Seller fails to obtain valid written consent for a Third Party Consent listed on Schedule 3.12(d)-2 within thirty (30) days of the date of this Agreement, Seller shall pay to Buyer the amount listed on Schedule 5.11 that any Assumed Contractcorresponds to the applicable Third Party Consent. All amounts due under this Section 5.11 shall be paid to Buyer in cash within thirty five (35) days of the date of this Agreement. (b) In the event Seller is unable to obtain a Third Party Consent and such failure to obtain consent does not require an adjustment to the Purchase Price set forth on Schedule 5.11, Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each shall: (i) continue to use all commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the such Third Party Consents set forth on Attachment 4.2(aas soon as possible; and (ii) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If if any such consent shall is not be obtained, or if an attempted assignment thereof would be ineffective or would have, individually or in the aggregate, a Material Adverse Effect on the rights of Seller shall thereunder such that Buyer would not in fact receive all such rights, cooperate with Buyer in any reasonable to reach a mutually agreeable arrangement designed to provide for under which Buyer would obtain substantially the same economic benefits intended to that would be assigned * Certain information on this page has been omitted obtained under an assignment thereof and filed separately with assume the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registrationobligations thereunder, including enforcement at the cost and subcontracting, sub-licensing or sub-leasing to Buyer, or under which Seller would enforce for the account benefit of Buyer, with Buyer of assuming Seller's obligations, any and all rights of Seller against a third party thereto. (c) In addition to the other party thereto arising out obligations of Seller in Sections 5.11(a) and 5.11(b) above, Seller shall be obligated to manufacture or procure the manufacture of the breach Service Boards and deliver the same to Buyer at Buyer's request, unless and until the Seller obtains the consent of Wireless Link Corporation to assign to Buyer that certain License Agreement, dated as of January 5, 2001, by and between Seller and Wireless Link Corporation. Seller shall sell such Service Boards to Buyer at or cancellation thereof by below historic costs without xxxx-up. Such Service Boards shall be of like or better quality and functionality as those obtained in the Acquired Assets and shall otherwise satisfy the standards set forth in Section 3.24. Seller shall deliver such other party or otherwise. If and Service Boards within a commercially reasonable time, allowing for required manufacturing lead times. (d) Notwithstanding Section 5.11(a), Seller shall have ten (10) business days after Closing to obtain the consent of Siebel to the extent assignment of the Scopus licenses. In the event that Seller is unable to obtain such arrangement cannot be madeconsent, Seller shall provide Buyer all current and historical customer data stored in the Scopus database and Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contractother rights, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect in each case as more fully set forth in the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledTransition Services Agreement.

Third Party Consents. To Unless otherwise agreed to by the Purchaser, to the extent that any Assumed Contract, Intellectual Property or Registration Contract is not assignable without the consent of another partyConsent, this Agreement shall not constitute an assignment or an attempted assignment thereof thereof, or an assumption or attempted assumption of Obligations and Liabilities arising thereunder, if such assignment assignments or attempted assignment would constitute a breach thereof or a default thereunderunless the necessary Consents are obtained. The Seller and Buyer the Shareholders shall each use commercially reasonable best efforts to obtain the consent of [****]*, to the extent required, Consents required for the assignment of any Assumed Contracts the Purchased Assets. The Purchaser will cooperate to which it is a party. Seller shall use its the extent commercially reasonable with the Seller and the Shareholders in their efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to BuyerConsents. If any such consent Consent shall not be obtained, Seller then either, at the Purchaser's option, (i) the Contract shall be an Excluded Asset and the Purchaser shall not assume any Obligations and Liabilities related thereto or arising thereunder, or (ii) the Seller, the Shareholders and the Purchaser shall cooperate with Buyer in any a reasonable arrangement designed to provide (a) providing for Buyer the Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with to the Sec. Confidential treatment has been requested Purchaser hereunder with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, any such other Contract (including enforcement at the cost and for the account of Buyer the Purchaser of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise), (b) to relieve the Seller of its obligations to the other contracting party under any such Contract. If and to the extent that such arrangement cannot be mademade on terms and conditions acceptable to the Seller, Buyer the Shareholders and the Purchaser, the Purchaser shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed ContractContract or any Obligation Liability with respect thereto, Intellectual Property or Registrationand the Closing Balance Sheet and the Closing Adjustments shall be adjusted accordingly, with any additional Purchase Price adjustment as a result thereof being paid to Purchaser pursuant to the terms of Section 2.2(c) hereof. The Without limiting the provisions of this Section 2.7 Section, the Seller and the Purchaser shall use commercially reasonable efforts to enter into, and shall cooperate with one another in good faith in entering into, appropriate and reasonable alternative arrangements pursuant to clause (ii) above, if elected by the Purchaser, on terms mutually agreeable, with respect to any Contract which is not, by its terms, assignable (in whole or in part) by the Seller or under which the Seller may not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to assign its obligations hereunder contained in Section 9.1 has not been fulfilledor delegate its duties.

Third Party Consents. To Notwithstanding anything to the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another partycontrary contained in this Agreement, this Agreement shall not constitute an agreement to transfer, sell or otherwise assign any instrument, contract, lease, license, permit or other agreement or arrangement which is not permitted to be assigned in connection with a transaction of the type contemplated by this Agreement (collectively, the "Unassigned Contracts"). The beneficial interest in and to each Unassigned Contract shall in any event pass to the Purchaser at the Closing; and each Seller covenants and agrees to cooperate with the Purchaser in any lawful and economically feasible arrangement to provide the Purchaser with the Sellers' entire interest in the benefits under each of the Unassigned Contracts. If and only if the Purchaser receives the economic benefits under an Unassigned Contract, the Purchaser agrees to accept the burdens and perform the obligations under such Unassigned Contract as subcontractor of the Sellers. Furthermore, if the other party(ies) to an Unassigned Contract subsequently consent to the assignment or of such contract to the Purchaser (without modification thereto which is adverse to the Purchaser), the Purchaser shall thereupon agree to assume and perform all liabilities and obligations arising thereunder after the date of such consent, at which time such Unassigned Contract shall be deemed an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunderAcquired Asset. Seller and Buyer shall each Purchaser agrees, upon Sellers' reasonable request, to use commercially its reasonable efforts to assist Sellers and/or Stockholder in attempting to obtain the consent assignment and novation of [****]*each Unassigned Contract Sellers and/or Stockholder may request, following the Closing. Each Seller agrees to indemnify the extent requiredPurchaser and hold it harmless against any Losses which the Purchaser may suffer, for the assignment sustain or become subject to, as a result of any Assumed Contracts claims by any party to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 Unassigned Contracts for breach of the Disclosure Schedule. All such consents shall be contract in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately connection with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account consummation of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, including, without limitation Section 2.1(c), 4.7, 4.11, 4.13 and 4.17 hereof, and the previous sentence of this Section 7.13, no provision of this Agreement if shall be deemed to require any of Purchaser, Sellers or Stockholder to indemnify or otherwise be liable to any other Party hereto for any Losses that may result to any of Purchaser, Sellers or Stockholder in connection with a failure to assign any Contract or Permit in connection with this Agreement or the condition transactions contemplated hereby (including, without limitation, the inability to its obligations hereunder contained in Section 9.1 has not been fulfilledsecure a renewal option with respect to any unassigned contract, due to such failure to assign the Unassigned Contract).

Third Party Consents. To the extent that the change of ownership of Companies' Shares or ASIG Subsidiary Shares requires, pursuant to any Assumed License, Concession, Permit, Contract, Intellectual Property or Registration is not assignable without lease, the consent consent, release or waiver of another or notice to any third party, this Agreement Sellers shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable best efforts to obtain the consent of [****]*such consent, release or waiver, without any condition or modification adverse to the extent requiredBusiness, for or to give such notice. Buyer may delay the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts Closing or terminate this Agreement upon notice in writing if Sellers fail to obtain any such consent or to give any such notice and all consents necessary any such failure (individually or in the aggregate) could, in Buyer's reasonable judgment, have a Material Adverse Effect and Sellers do not agree to a reduction in the Purchase Price that compensates Buyer in an amount satisfactory to Buyer for Sellers, inability to deliver such License, Concession, Permit Contract or Lease. If Sellers do not obtain, without conditions or modifications adverse to the effective assignment to Business, a consent required under any License, Concession, Permit, Contract or Lease in connection with the sale and assumption by Buyer transfer of the Assumed ContractsCompanies' Shares to Buyer (or the consummation of any other Transaction contemplated by this Agreement), the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 or is otherwise not permitted to transfer any asset of the Disclosure Schedule. All Business (each a "Non-Transferred Asset"), then Sellers shall enter into any alternative arrangements Buyer requests which are reasonably acceptable to Sellers (such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtainedas, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contractwithout limitation, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate closing the transactions contemplated by this Agreement if into a trust or escrow or distributing the condition Non-Transferred Asset to its Sellers and entering into a "back-to-back" agreement with Buyer or the ASIG Entities), so as to provide Buyer and the ASIG Entities with the full benefit after the Closing of any Non-Transferred Asset to the extent Buyer or the ASIG Entities perform the post-closing obligations hereunder contained in Section 9.1 has not been fulfilledwith respect to such Non-Transferred Asset.

Third Party Consents. To Seller shall use reasonable best efforts to obtain prior to the extent Closing Date all Third Party Consents which the parties mutually agree should be obtained as set forth on Schedule 6.3(a) (the “Required Consents”). Those Third Party Consents that the parties agree not to obtain also shall be set forth on Schedule 6.3(a). If a Third Party Consent (including any Assumed Contract, Intellectual Property or Registration Required Consent) is not assignable without the consent of another partyobtained and delivered at Closing, (i) neither this Agreement nor any action taken hereunder shall not be deemed to constitute an assignment of any such Acquired Asset or an attempted assignment thereof any Contract if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain Contract or result in the loss or diminution of any rights thereunder or acceleration of any obligations thereunder, and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a(ii) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement proposed by Buyer designed to provide for Buyer with the benefits intended of such Acquired Asset and Contract as to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registrationwhich such Third Party Consent relates, including enforcement at the cost and by Seller, for the account and benefit of Buyer Buyer, of any and all rights of Seller against the any other party thereto person arising out of the breach or cancellation thereof of any such Contract by such other party person or otherwise. If This Section 6.3(a) shall not relieve Buyer of its obligations to perform or assume any Assumed Liability or to comply with this Section 6.3. Until such time that a Required Consent is obtained or Buyer notified Seller that it no longer requires that such Required Consent to be obtained, Seller shall use commercially reasonable best efforts, at its own expense, to obtain (and Buyer shall use commercially reasonable efforts to assist Seller, at Buyer’s expense, to obtain) such Required Consent. With respect to each Third Party Consent (including any Required Consent) that is not obtained, Seller agrees that it shall work with Buyer to take all such reasonable action (e.g., acceptance by Buyer of an appointment as agent-in-fact, subcontractor, joint venturer or assignee for Seller and/or Shareholders) and do or cause to be done such things as shall be reasonable or proper to assure that (i) Buyer will receive all of the rights and benefits of Seller associated with such Acquired Asset or Contract to which such Third Party Consent relates (including, without limitation, any rights to payments thereunder) (the “Unassigned Rights”), and (ii) Buyer shall assume and be responsible for all of the obligations and liabilities associated with such Acquired Asset or Contract to which such Third Party Consent relates which would have been an Assumed Liability if it had been assigned to Buyer (the “Unassigned Obligations”). Buyer shall indemnify, defend and hold Seller and the Shareholders harmless from any Losses arising out of or related to Buyer’s failure to perform any of the Unassigned Obligations (except for those Unassigned Obligations that Buyer is unable to perform due to the extent acts or omissions of Seller, and except for those Unassigned Obligations that such arrangement cannot be madeare materially changed to the detriment of Buyer due to the acts or omissions of Seller). Seller, jointly, and each Shareholder, severally, shall indemnify, defend and hold Buyer shall have no obligation pursuant harmless from any Losses arising out of or related to Section 2.3 Seller’s acts or otherwise omissions with respect to the Unassigned Rights and Unassigned Obligations. Seller covenants and agrees that it shall not agree to any modification of any Unassigned Rights or Unassigned Obligation with out the express written consent of Buyer. Seller further acknowledges and agrees that Buyer shall not be obligated to perform any Unassigned Obligations that are materially changed to the detriment of Buyer due to the acts or omissions of Seller, but rather, shall be entitled to cause such Assumed Contract, Intellectual Property or RegistrationUnassigned Obligation to revert to Seller. The indemnification obligations set forth in this Section 6.3(a) shall be subject to the terms and provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.Article IX hereof. 4416103v.8

Third Party Consents. To (a) Notwithstanding anything in this Agreement to the contrary, to the extent that any Assumed Contract, Intellectual Property Contract included in the Purchased Assets may not be properly assigned or Registration is not assignable transferred without the consent of another a third party, or if the assignment or attempted assignment of any such Contract would constitute a violation or breach thereof or a violation of any law, nothing in this Agreement shall not will constitute an assignment or an attempted assignment thereof if such assignment and, except as provided for in Section 3.3(c), Purchaser will not be deemed to assume any liabilities or attempted assignment would constitute a breach thereof or a default thereunderobligations thereunder until properly assigned. The Seller Companies and Buyer shall each the Purchaser Companies will use commercially reasonable efforts to obtain the consent any such consents; provided, however, that commercially reasonable efforts shall not include any requirement of [****]*, any Party to commence any litigation or offer or grant any accommodation (financial or otherwise) to any other Person. (b) To the extent requiredthat the consents described in Section 3.3(a) are not obtained prior to Closing, for each of the assignment of any Assumed Contracts to which it is a party. Seller shall Companies will use its commercially reasonable efforts to obtain any and all consents necessary for (i) provide the effective assignment to and assumption by Buyer applicable Purchaser Company with the economic benefits of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtainedContract until its termination date, Seller shall (ii) cooperate with Buyer in any reasonable lawful arrangement designed to provide for Buyer the such benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contractapplicable Purchaser Company and (iii) enforce, Intellectual Property or Registration, including enforcement at the cost request of and for the account of Buyer the applicable Purchaser Company at its expense, any rights of such Seller Company arising from any such Contract against any third party, including the right to elect to terminate such Contract in accordance with the terms thereof upon the advice of Purchaser. The failure or inability to obtain any consent subject to this Section 3.3(b) will not be a breach of this Agreement so long as the Seller Companies have carried out their obligations under this Section 3.3(b). (c) To the extent that a Purchaser Company is provided the benefits of any Contract pursuant to Section 3.3(b), Purchaser will perform or cause its Affiliates to perform the obligations of the applicable Seller Company thereunder or in connection therewith, at no cost to such Seller Company, including reimbursing the applicable Seller Company for rent and other costs for any such Contract for Leased Real Property, but only to the extent (i) that such action by Purchaser would not result in any default thereunder or in connection therewith and (ii) such performance pertains to the benefits provided to a Purchaser Company. The Purchaser Companies will indemnify the Seller Companies against any and all rights of Seller against the other party thereto Losses (as defined in Section 8.1) arising out of any default by a Purchaser Company in the breach or cancellation thereof by performance of such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registrationobligations. The provisions indemnification of the Seller Companies under this Section 2.7 shall not affect 3.3 will be governed by the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained indemnification provisions set forth in Section 9.1 has not been fulfilledArticle VIII hereto.

Third Party Consents. To (a) Seller shall, at Seller's cost and expense, obtain prior to the Closing any and all consents necessary for the valid and binding assignment of the Assumed Contracts and Leases to Buyer. All such consents will be in writing and in form and substance reasonably satisfactory to Buyer (including without limitation economic terms and conditions that are no less favorable to Buyer than currently exist for Seller), and executed counterparts thereof will be delivered to Buyer no later than the Closing. (b) Subject to the provisions of SECTION 6.18(a) above, to the extent that the assignment or sublease of any Assumed Contract, Intellectual Property Contract or Registration is not assignable without Lease requires the consent of another a third party, this Agreement shall not constitute an assignment agreement to assign or sublease the same if an attempted assignment thereof if such assignment or attempted assignment sublease thereof, without the consent of a third party thereto, would constitute a breach thereof or a default thereunder. thereof, but Seller and Buyer shall each use its commercially reasonable best efforts to obtain the consent of [****]*, such other parties to all such contracts to the extent requiredassignment or sublease thereof to Buyer prior to the Closing Date; if such Consent is not obtained or is obtainable only upon payment by Seller of amounts not otherwise required to be paid under the terms of such contract, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall will cooperate with Buyer Seller in any reasonable arrangement which is designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant any such Assumed Contract, Intellectual Property Contract or Registration, Lease including enforcement for the benefit of Buyer at the cost and for the account sole expense of Buyer Seller, of any and all rights of Seller against the other any third party thereto arising out of the breach failure or cancellation thereof by refusal of such other third party to consent to such assignment or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledsublease.

Third Party Consents. To Unless otherwise agreed to by the Purchaser, to the extent that any Assumed Contract, Intellectual Property or Registration Contract is not assignable without the consent of another partyConsent, this Agreement shall not constitute an assignment or an attempted assignment thereof thereof, or an assumption or attempted assumption of Obligations and Liabilities arising thereunder, if such assignment assignments or attempted assignment would constitute a breach thereof or a default thereunderunless the necessary Consents are obtained. The Seller and Buyer the Shareholder shall each use commercially reasonable best efforts to obtain the consent of [****]*, to the extent required, Consents required for the assignment of any Assumed Contracts the Purchased Assets. The Purchaser will cooperate to which it is a party. Seller shall use its the extent commercially reasonable with the Seller and the Shareholder in their efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to BuyerConsents. If any such consent Consent shall not be obtained, Seller then either, at the Purchaser's option, (i) the Contract shall be an Excluded Asset and the Purchaser shall not assume any Obligations and Liabilities related thereto or arising thereunder, or (ii) the Seller, the Shareholder and the Purchaser shall cooperate with Buyer in any a reasonable arrangement designed to provide (a) providing for Buyer the Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with to the Sec. Confidential treatment has been requested Purchaser hereunder with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, any such other Contract (including enforcement at the cost and for the account of Buyer the Purchaser of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise), (b) to relieve the Seller of its obligations to the other contracting party under any such Contract. If and to the extent that such arrangement cannot be mademade on terms and conditions acceptable to the Seller, Buyer the Shareholder and the Purchaser, the Purchaser shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed ContractContract or any Obligation Liability with respect thereto, Intellectual Property or Registrationand the Closing Balance Sheet and the Closing Adjustments shall be adjusted accordingly, with any additional Purchase Price adjustment as a result thereof being paid to Purchaser pursuant to the terms of Section 2.2(c) hereof. The Without limiting the provisions of this Section 2.7 Section, the Seller and the Purchaser shall use commercially reasonable efforts to enter into, and shall cooperate with one another in good faith in entering into, appropriate and reasonable alternative arrangements pursuant to clause (ii) above, if elected by the Purchaser, on terms mutually agreeable, with respect to any Contract which is not, by its terms, assignable (in whole or in part) by the Seller or under which the Seller may not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to assign its obligations hereunder contained in Section 9.1 has not been fulfilledor delegate its duties.

Third Party Consents. (a) SCHEDULE 2.3 sets forth and describes all material approvals, consents or waivers required under any Assumed Contract listed on Schedule 3.1.16 which shall be required by the parties as a condition to Closing pursuant to Sections 5.1.5 and 5.2.6 (the "Required Consents"). To the extent that Seller's rights under any Assumed Contract, Intellectual Property Contract or Registration is other Purchased Asset may not assignable be assigned without the approval, consent or waiver of another partyperson, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller parties shall use its commercially their reasonable commercial efforts to obtain any such required approval(s), consent(s) and all consents necessary for the effective waiver(s) as promptly as possible. Subject to Section 2.3(b) and Section 6.2(g), if any such approval, consent or waiver shall not be obtained or if any attempted assignment to and assumption by Buyer of would be ineffective or would impair Purchaser's rights under the Assumed ContractsContract or other Purchased Asset in question so that Purchaser would not acquire the benefit of all such rights and if Purchaser shall elect to effect the Closing notwithstanding its rights under 5.1.5 to the contrary, Seller, to the Intellectual Property, the Registrations maximum extent permitted by law and the Assumed LiabilitiesContract or other Purchased Asset, including shall act after the Third Party Consents set forth on Attachment 4.2(aClosing as Purchaser's agent in order to obtain for it the benefit of all such rights thereunder and shall cooperate with Purchaser in any other mutually agreeable arrangements to provide the benefit of all such rights to Purchaser. (b) hereto In connection with the Assignment of Lease and Consent to Assignment: (i) Purchaser shall deliver to JPMorgan Chase Bank or other mutually acceptable escrow agent (the consents set forth on Schedule 6.3 "ESCROW AGENT") at the Closing immediately available funds totaling $2,169,233.76 (the "LEASE ESCROW AMOUNT"), which amount shall be equal to the sum of all Monthly Basic Rental (as defined in the Real Property Lease) payments estimated to be due and payable to the landlord under the Real Property Lease (the "LANDLORD") pursuant to the Real Property Lease during the remainder of the Disclosure Scheduleterm of the Real Property Lease commencing on the Closing Date and ending on March 31, 2011. All such consents The Lease Escrow Amount shall be held in writing and executed counterparts thereof accordance with the Lease Escrow Agreement, pursuant to which an amount equal to the Monthly Basic Rental payments for one (1) month shall be delivered promptly released directly to Buyerthe Landlord on a monthly basis. If Notwithstanding the foregoing, Seller agrees that upon receipt of satisfactory evidence that it has been released by the Landlord from any obligations and liabilities with respect to the Real Property Lease (the "SELLER RELEASE"), it shall, jointly with Purchaser, execute and deliver to Escrow Agent a written notice pursuant to Section 4(B) of the Lease Escrow Agreement instructing the Escrow Agent to release all of the balance of the Lease Escrow Amount to Purchaser. (ii) In the event that the Landlord does not execute the Consent to Assignment, and in the event the parties mutually agree that (x) notwithstanding such lack of Landlord consent, the parties shall consummate the Closing, then the failure of Seller to obtain such consent shall not be obtaineddeemed a breach of Seller's representations, warranties or obligations pursuant to Sections 3.1.3, 3.1.6, 3.1.16, or 4.1.6 of this Agreement or for any other purposes of this Agreement or the Assignment of Lease, and Seller and all Cardinal Affiliates shall cooperate with Buyer in have no liability under this Agreement, including without limitation, under Section 6.1 of this Agreement, to Purchaser or any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested Affiliate of Purchaser or any Indemnified Purchaser Party with respect to such failure to obtain such consent of Landlord, and (y) the omitted portions. parties shall use their reasonable commercial efforts to Buyer under obtain such Landlord consent as promptly as possible following the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledClosing.

Third Party Consents. To Anything to the contrary in this Agreement notwithstanding, to the extent that the sale, assignment, conveyance or transfer of any Assumed Purchased C Asset, Assigned Engagement or Assigned C Contract, Intellectual Property or Registration is not assignable without the transactions contemplated by the Service Agreement, requires the consent of another a third party, this Agreement shall not constitute an assignment agreement to effect such sale, conveyance, transfer or an attempted assignment thereof assignment, or sublease, if such assignment or attempted assignment action would constitute a breach or violation thereof or a default adversely affect Buyer's rights thereunder. Seller and Buyer shall each Sellers agree to use commercially reasonable efforts (with no obligation to pay any fee to any third party for the purpose of obtaining any consent or approval or any costs and expenses of any third party resulting from the process of obtaining such consent or approval) to obtain such consents (which shall be in form and substance reasonably satisfactory to Buyer) prior to the Initial Closing Date or the applicable Subsequent Closing Date in accordance with this Agreement. To the extent that any such consent is not obtained prior to the Initial Closing Date or the applicable Subsequent Closing Date, Sellers shall use commercially reasonable efforts (with no obligation to pay any fee to any third party for the purpose of [****]*obtaining any consent or approval or any costs and expenses of any third party resulting from the process of obtaining such consent or approval) to (A) obtain any such consent after the Initial Closing Date or such Subsequent Closing Date, (B) to the extent requiredreasonably practicable, enter into or facilitate lawful arrangements reasonably acceptable to Buyer and Sellers such Purchased C Asset, Assigned Engagement or Assigned C Contract for the assignment of any Assumed Contracts which with respect to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall or waiver has not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed been obtained to provide for or cause to be provided to Buyer the benefits intended of and to allocate the Liabilities for, such Purchased C Asset, Assigned Engagement or Assigned C Contract, as though the requisite consent or waiver had been obtained as of the Initial Closing Date or such Subsequent Closing Date, and (C) pay, defend, indemnify and hold Buyer harmless from any Liability suffered by Buyer as a result of any failure of Sellers to obtain such consent whether before or after the Initial Closing Date or any assertion by a third party that any arrangement contemplated by clause (B) constitutes a breach or violation of such third party's rights. Notwithstanding anything to the contrary contained herein, the Company shall be assigned * Certain information on this page has been omitted obligated to pay to the applicable landlord under the Service Agreement or any Assumed Lease any amounts specified in such lease as due and filed separately owing in connection with the Sec. Confidential treatment has been requested consents necessary in connection with respect to such assignment or the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account use of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions space as contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledService Agreement, as applicable.

Third Party Consents. To the extent that Seller’s rights under any Assumed Contract, Intellectual Property or Registration is contracts relating to the Medicaid Business (which are part of the Assets) may not assignable be assigned without the consent of another a third party, which consent has not been obtained prior to Closing, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunderbe unlawful. Both Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, acknowledge and agree that in addition to the extent requiredPurchased Provider Agreements (which are not assignable to Buyer and will be dealt with pursuant to Section 11.1(b)), for each of the assignment agreements set forth on Schedule 2.7(c) are not assignable and Seller has agreed to either secure the consents of its contracting parties or to take all actions necessary in order to provide the benefits of any Assumed Contracts such agreement to which it is a partyBuyer. Seller Seller, at its expense, shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered required consent as promptly to Buyeras possible after Closing. If any such consent consents are not obtained or if any attempted assignment would be ineffective or would impair Buyer’s rights so that Buyer would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and by the terms of the applicable contract(s), at Seller’s expense, shall not be obtaineduse its commercially reasonable efforts in acting as Buyer’s agent in order to obtain for Buyer the benefits thereunder, Seller and shall cooperate cooperate, to the maximum extent permitted by law and by the terms of the applicable contract(s), with Buyer in any other reasonable arrangement designed to provide for Buyer the benefits intended of such contracts to Buyer. Seller shall, without further consideration therefor, pay and remit to the Buyer promptly all monies, rights, and other considerations received in respect of the Buyer’s performance of any obligations, and, at the Buyer’s request, shall direct that such payments be assigned * Certain information on made directly to the Buyer. Without limiting the foregoing, Seller shall not terminate any such contract without the prior written consent of Buyer. Buyer may, from time to time, upon five (5) Business Days’ written notice to Seller, terminate any arrangements which are the subject of this page has been omitted and filed separately with the Sec. Confidential treatment has been requested Section 2.7(c) with respect to the omitted portions. periods after such notice, without liability or further obligation to Buyer under the relevant Assumed Contract, Intellectual Property Seller or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledthird party.

Third Party Consents. To Anything in this Agreement to the extent that any Assumed Contract, Intellectual Property or Registration is not assignable without the consent of another partycontrary notwithstanding, this Agreement shall not constitute an assignment agreement to assign any Acquired Asset (including any Assumed Contract or an attempted assignment thereof Customer Agreement) or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment or attempted assignment assignment, without the consent of a third party thereto, would constitute a breach thereof or a default other contravention of the rights of such third party or in any way adversely affect the rights of the Seller Companies or, upon transfer, Purchaser thereunder. Seller and Buyer shall each Purchaser will use commercially good faith reasonable efforts (but without any payment of money or incurrence of any additional liability by them) to obtain the consent of [****]*, the other parties to the extent required, any such Acquired Asset or any claim or right or benefit arising thereunder for the assignment of any Assumed Contracts thereof to which it is a partyPurchaser during the 60 days following the Closing Date, as Purchaser may reasonably request and direct. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed ContractsDuring such period, the Intellectual Property, the Registrations Seller Companies shall exercise or exploit its rights in respect of such Acquired Asset only as reasonably directed by Purchaser and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyerat Purchaser’s expense. If any such consent shall not be obtained, then Seller shall promptly assign its rights and obligations thereunder to Purchaser without payment of consideration and Purchaser shall, without the payment of any consideration therefor, assume such rights and obligations. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Purchaser thereunder so that Purchaser would not in fact receive all rights in respect of the Acquired Assets, Seller and Purchaser will, as soon as reasonably practicable subsequent to the expiration of such 60 day period, cooperate with Buyer in any reasonable arrangement a mutually agreeable arrangement, including sub-contracting, sub-licensing or re-licensing to Purchaser, designed to provide for Buyer Purchaser with the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested to Purchaser hereunder with respect to the omitted portions. to Buyer under underlying Acquired Asset at the relevant Assumed Contract, Intellectual Property or RegistrationClosing, including in the case of any Acquired Asset that is an Acquired Contract or Customer Agreement, enforcement of rights thereunder at the cost and for the account of Buyer of Purchaser and, provided Purchaser receives all such benefits, Purchaser shall pay or satisfy any liabilities with respect to such Acquired Contract or Customer Agreement as and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and when they are due, to the extent that Purchaser would have been responsible therefor hereunder if such arrangement cannot be made, Buyer shall have no obligation pursuant to consent or approval had been obtained. Nothing in this Section 2.3 or otherwise with respect shall be deemed a waiver by Purchaser of its right to any such Assumed Contracthave received an effective assignment of all the Acquired Assets, Intellectual Property or Registration. The provisions of nor shall this Section 2.7 shall not affect 2.3 be deemed to constitute an agreement to exclude from the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained Acquired Assets any assets described in Section 9.1 has not been fulfilled1.2.

Third Party Consents. To the extent that Seller’s rights under any Assumed ContractContract or Permit constituting a Purchased Asset, Intellectual Property or Registration is any other Purchased Asset, may not assignable be assigned to Buyer without the consent of another partyPerson which has not been obtained, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller be unlawful, and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*Seller, to the extent requiredat its expense, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(asuch required consent(s) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered as promptly to Buyeras possible. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller Seller, to the maximum extent permitted by law and the Purchased Asset, shall cooperate act after the Closing as Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with Buyer in any other reasonable arrangement designed to provide for such benefits to Buyer. Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contractshall, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent it receives the benefits under any such Purchased Asset, perform the obligations of Seller thereunder. Once any such required consent has been obtained Seller shall promptly assign, transfer, convey and deliver the applicable Contract or Permit to Buyer, and Buyer shall assume any obligations under such Permit or Contract pursuant to an Assignment and Assumption Agreement upon substantially the same terms as those of the Assignment and Assumption Agreement (which Agreement Buyer and Seller shall prepare, execute and deliver in good faith at the time of such transfer). Notwithstanding any provision in this Section 2.09 to the contrary, it is a condition to Buyer’s obligation to close the transactions contemplated hereunder that Seller (x) provide evidence of notice or consent pursuant to the Contracts and Permits specifically designated as requiring such arrangement canevidence on Section 4.03 of the Disclosure Schedules (the “Material Consents”) in each case, in form and substance reasonably satisfactory to Buyer and Seller and (y) fulfill the condition contained in Section 7.02(o) hereof, and Buyer shall not be made, deemed to have waived its rights under Section 7.02(c) hereof unless and until Buyer shall have no obligation pursuant either provides written waivers thereof or elects to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not proceed to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledat Closing.

Third Party Consents. To Notwithstanding any other provisions of this Agreement, to the extent that any Assumed Contract, Intellectual Property or Registration is of the Purchased Assets to be conveyed under Section 1.1 are not assignable or transferable without the consent of another partyparty (including any governmental authority) and such consent has not been obtained, this Agreement shall not constitute an assignment or transfer or an attempted assignment thereof or transfer of such Purchased Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a default thereunderthereof. Seller and Buyer shall each agrees to use commercially reasonable its best efforts to obtain the consent of [****]*such other party to such an assignment or transfer as promptly as practicable. In those cases where consents, releases or waivers have not been obtained to the extent requiredsale, conveyance, assignment or transfer to Buyer of such Purchased Assets, this Agreement shall constitute an equitable assignment by Seller to Buyer of all of Seller's rights, benefits, title and interest in and to such Purchased Assets, and where necessary or appropriate, Seller shall be deemed to be Buyer's agent for the assignment purpose of any Assumed Contracts completing, fulfilling and discharging all of Buyer's rights and liabilities arising after the date hereof with respect to which it is a partysuch Purchased Assets. Seller shall use its commercially reasonable efforts to obtain any take all necessary steps and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed actions to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contractbenefit of such Purchased Assets (including, Intellectual Property or Registrationbut not limited to, including enforcement at the cost and for the account of Buyer of (i) enforcing any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed ContractPurchased Assets (including without limitation the right to terminate in accordance with the terms thereof upon the advice of Buyer) or (ii) permitting Buyer to enforce any rights arising with respect to Purchased Assets) as if they had been sold, Intellectual Property conveyed, assigned or Registrationtransferred to Buyer. The provisions Buyer shall, to the extent Buyer is provided with the benefits of such Purchased Assets, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller with respect to such Purchased Assets. If and so long as Seller is acting as Buyer's agent pursuant to this Section 2.7 shall not affect 1.6, Buyer will indemnify and hold harmless Seller, its directors, officers and employees against any liabilities and obligations incurred by any of them in connection with Seller's continued performance as such agent, including the right payment of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledany associated Assumed Liabilities.

Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration of the Purchased Assets is not assignable without the consent consent, waiver or approval of another partyPerson under any applicable Contract or Law, neither this Agreement nor any Ancillary Document shall not constitute an assignment or or• an attempted assignment thereof of such Purchased Asset if such assignment or attempted assignment would constitute a breach thereof and such consent, waiver or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, approval is not obtained prior to the extent requiredClosing (each, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts"Outstanding Consent"); provided, the Intellectual Propertyhowever, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent that this sentence shall not be obtainedconstrued to have any effect on any of the representations or warranties set forth in this Agreement. The Sellers, Seller at their sole cost and expense, shall cooperate with Buyer in any reasonable arrangement designed arrange to provide for Buyer the Purchaser with the rights, use and benefits intended to be assigned * Certain information on this page has been omitted and filed separately with to the Sec. Confidential treatment has been requested Purchaser with respect to the omitted portions. underlying Purchased Asset related to Buyer under the relevant Assumed Contract, Intellectual Property or Registrationany Outstanding Consent, including all current pricing arrangements with vendors of the Business in effect immediately prior to the Closing and enforcement at the cost and for the account of Buyer of any and all rights of Seller the Sellers against the other party parties thereto arising out of the breach or cancellation thereof by such other party parties or otherwise, with the Purchaser (or, if not allowable or practicable, the Sellers at the cost of the Purchaser) satisfying any and all of the Liabilities that may arise, directly or indirectly, following the Closing in connection therewith, including by the Sellers subcontracting, sublicensing or subleasing to the Purchaser such Liabilities; provided, that all reasonable out-of-pocket expenses of such arrangement and related actions shall be paid by the Sellers. Furthermore, if the other party's consent, waiver or approval in connection with any Outstanding Consent is subsequently obtained, then the Sellers shall immediately sell, transfer, convey, assign and deliver such Purchased Asset to the Purchaser for no additional consideration. If and to the extent that such arrangement cannot be mademade in respect of any Outstanding Consent promptly following the Closing, Buyer the Purchaser shall have no further obligation pursuant to Section 2.3 or otherwise with respect to any the Purchased Assets to which such Assumed ContractOutstanding Consent pertains and the Purchase Price shall be correspondingly reduced in an amount to be determined by the Purchaser, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained acting reasonably and in Section 9.1 has not been fulfilledgood faith.

Third Party Consents. To the extent that Seller or any Assumed Seller Subsidiary’s rights under any agreement, Contract, Intellectual Property commitment, lease, Permit, or Registration is other Transferred Asset to be assigned to Buyer hereunder may not assignable be assigned without the consent of another partyPerson which has not been obtained prior to or as of Closing, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. be unlawful, and Seller and Buyer shall each agrees to use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(asuch required consent(s) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered as promptly to Buyeras possible after Closing. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Transferred Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller and Buyer shall cooperate with Buyer in any lawful and commercially reasonable arrangement designed arrangement, as Buyer may reasonably request, under which Buyer would, to provide the maximum extent permitted by Law and the Transferred Asset, obtain the economic Claims, rights and benefits under such Transferred Asset and assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing such Transferred Asset to Buyer. Seller shall promptly pay to Buyer when received all monies received by Seller under such Transferred Asset or any Claim or right or any benefit arising thereunder and Buyer shall promptly pay Seller for all liabilities of Seller associated with such Transferred Asset that would otherwise constitute “Assumed Liabilities” had such Transferred Asset been assigned to Buyer at the benefits intended Closing. Nothing in this Agreement shall be construed as having obligated Seller to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested have paid or committed to pay any amount in order to obtain any consent, waiver, or approval with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and Contracts with third parties prior to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledClosing.

Third Party Consents. To the extent that any Assumed Contract, -------------------- Contract or Intellectual Property Rights for which assignment or Registration license to Purchaser is provided for herein is not assignable or licenseable without the consent of another party, this Agreement and any other Operative Agreement shall not constitute an assignment or license or an attempted assignment or license thereof if such assignment or license or attempted assignment or license would constitute a breach thereof or a default thereunderthereof. Seller and Buyer shall each agrees to use commercially reasonable commercial efforts to obtain the consent of [****]*, such other party to the extent required, assignment or license of any such Assumed Contract or Intellectual Property Rights to Purchaser and any consent required by Seller for the assignment entry into of any Real Property Contract in all cases in which such consent is or may be required therefor; provided, however, Seller shall not be obligated to make any unreimbursed expenditures in connection therewith (other than routine administrative costs and any expenditures that would be required in respect of any period ending on or prior to the Closing Date pursuant to the terms of such Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for or Intellectual Property Rights in the effective absence of such assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyeror license). If any such consent shall not be obtained, Seller shall agrees to cooperate with Buyer Purchaser in any reasonable arrangement designed to provide for Buyer Purchaser the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect or licensed to the omitted portions. to Buyer Purchaser under the relevant Assumed Contract, Contract or Intellectual Property Rights or Registrationcreated by the relevant Real Property Contract, including enforcement at the cost and for the account of Buyer Purchaser of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer Purchaser shall not have no any obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property Rights or RegistrationReal Property Contract. The provisions This Section 2.05 does not diminish or constitute a waiver or modification of this Seller's representations and warranties as to the assignability of Contract rights included in the Assets or of Purchaser's right pursuant to Section 2.7 shall not affect the right of Buyer 7.04 not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledAgreement.

Third Party Consents. To the extent that Seller's rights under any Assumed ContractContract or Permit constituting a Purchased Asset, Intellectual Property or Registration is any other Purchased Asset, may not assignable be assigned to Buyer or Buyer Sub without the consent of another partyPerson which has not been obtained, this Agreement shall not constitute an assignment or agreement to assign the same if an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. be unlawful, and Seller and Buyer shall, and Buyer shall each cause Buyer Sub to, use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its their respective commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by such required consent(s); provided, however, that neither Seller, Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents nor Buyer Sub shall be in writing and executed counterparts thereof shall be delivered promptly required to Buyerpay any consideration therefor. If any such consent shall not be obtainedobtained or if any attempted assignment would be ineffective or would impair Buyer's or Buyer Sub's rights under the Purchased Asset in question so that Buyer or Buyer Sub would not in effect acquire the benefit of all such rights, Seller Seller, to the maximum extent permitted by law and the Purchased Asset and at Buyer's expense, shall act from the Closing to April 30, 2016 as Buyer's or Buyer Sub's agent in order to obtain for it the benefits thereunder and shall use commercially reasonable efforts to cooperate with Buyer or Buyer Sub in any other reasonable arrangement designed to provide for such benefits to Buyer the benefits intended to be assigned * Certain information on or Buyer Sub. Notwithstanding any provision in this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect Section 2.09 to the omitted portions. to contrary, Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement canSub shall not be made, deemed to have waived its rights under Section 7.02(d) hereof unless and until Buyer shall have no obligation pursuant or Buyer Sub either provides written waivers thereof or elects to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not proceed to consummate the transactions contemplated by this Agreement if at Closing. The Seller will promptly pay to Buyer when received all monies received by the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledSeller under any Contract that constitutes a Purchased Asset, and Buyer shall pay, defend, discharge and perform all Liabilities under such Contracts which constitute Assumed Liabilities hereunder.

Third Party Consents. To (a) Seller shall procure that Recipient understands, acknowledges and agrees that certain Services to be provided by Provider may be provided by or through the extent that any Assumed Contract, Intellectual Property or Registration use of unaffiliated third parties on behalf of Provider pursuant to contracts to which Recipient is not assignable without the consent of another partya party (collectively, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder“Third Party Contracts”). Seller shall procure that Recipient also understands, acknowledges and Buyer agrees that the continued participation in such Third Party Contracts by such third parties in providing certain Services may require Provider to obtain additional consents, approvals, permissions or licenses (collectively, “Authorizations”), and that obtaining such Authorizations may involve additional costs, expenses, fees, charges or commissions (“Authorization Expenses”). Seller shall each procure that Provider agrees to use commercially reasonable efforts to seek and obtain the consent of [****]*, any Authorizations necessary pursuant to the extent required, for the assignment of any Assumed such Third Party Contracts to which it provide applicable Services to Recipient; provided, however, that Provider shall not be required to obtain any Authorizations if such Authorizations would require Provider to modify, amend or otherwise alter a Third Party Contract in a manner that, in Provider’s good faith judgment, is a partynot commercially reasonable. Seller shall procure that Recipient pays any Authorization Expenses payable pursuant to this Section 2.10(a). (b) If, as of the date hereof, there are Third Party Contracts where Authorizations have not been received by Provider, then Purchaser shall procure that Provider (i) continues to use its commercially reasonably efforts to obtain such Authorizations or (ii) at Recipient’s request, uses commercially reasonable efforts to cooperate with Recipient and reasonably assist it to enter into its own agreements with third parties (including identifying and approaching the applicable vendor (or another third party vendor) with whom Recipient shall enter into its own third party contract at a price and upon terms that are mutually agreeable to Recipient and such vendor relating to such Service). If, despite using commercially reasonable efforts, Provider is unable to obtain any an Authorization referred to in this Section 2.11, then unless and all consents until such Authorization is obtained, the Parties will use their commercially reasonable efforts to determine and adopt such alternative approaches as are necessary and sufficient for the effective assignment Provider to and assumption by Buyer provide the applicable Services without such Authorization. (c) On termination or expiration of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the any Third Party Consents set forth on Attachment 4.2(a) hereto and Contract during the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent Term, Provider shall not be obtainedobligated to continue to provide, or cause the provision of, the applicable Services to which the relevant Third Party Contract relates unless it is able to do so on substantially similar terms as the terminated or expired Third Party Contract, but at Recipient’s request, Purchaser shall procure that Provider acts in good faith to cooperate with Recipient and reasonably assist Recipient to enter into its own agreements with third parties (including identifying and approaching the applicable vendor (or another third party vendor) with whom Seller shall cooperate with Buyer in any reasonable arrangement designed procure that Recipient enters into its own third party contract at a price and upon terms that are mutually agreeable to provide for Buyer the benefits intended Recipient and such vendor relating to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledService).

Third Party Consents. To Notwithstanding anything to the extent contrary in this Agreement, no assets of Seller, including Contracts, that any Assumed Contractotherwise would constitute Purchased Assets shall be deemed sold, Intellectual Property transferred or Registration is not assignable assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of another partyany third party would be ineffective, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof of contract or a default thereunderviolation of any Law or Governmental Order (assuming compliance with applicable Regulatory Laws) or would in any other way adversely affect the rights of Seller (or Buyer as transferee or assignee) if such consent or approval is not obtained at or prior to the Closing. In such case, if the Closing occurs and to the extent legally permissible: (a) the beneficial interest in or to such assets (collectively, the “Beneficial Rights”) shall in any event pass at the Closing to Buyer under this Agreement; and (b) pending such consent or approval, Buyer shall discharge the obligations of Seller under such Beneficial Rights (except to the extent such obligations constitute Excluded Liabilities) as agent for Seller, and Seller shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. After the Closing, Seller and Buyer shall each use their commercially reasonable efforts to obtain and secure all consents and approvals reasonably necessary to effect the consent of [****]*legal and valid sale, to the extent required, for the transfer or assignment of the assets underlying the Beneficial Rights to Buyer without any Assumed Contracts adverse change in any of the material terms or conditions of such assets; provided that (a) neither Seller nor Buyer shall be required to which it is a party. pay any consideration or compromise any rights not otherwise required by this Agreement to be compromised for any such consent or approval and (b) neither Seller nor Buyer shall use its commercially reasonable be required to undertake efforts to seek or obtain any those consents and all consents necessary for the effective assignment to and assumption by Buyer approvals described in Section 3.3 of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(aDisclosure Schedule but omitted from Section 9.2(f) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All Pending the completion of such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtainedsale, transfer or assignment of the assets underlying the Beneficial Rights, Seller and Buyer shall reasonably cooperate with Buyer in any other reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been of such assets (including those assets that are the subject of those consents and approvals described in Section 3.3 of the Disclosure Schedule but omitted and filed separately with from Section 9.2(f) of the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or RegistrationDisclosure Schedule), including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If , and to provide for Buyer to discharge any Liability of Seller under such assets to the extent that such arrangement canLiability does not be madeconstitute an Excluded Liability. Except as otherwise set forth in this Section 1.5, Seller shall not have any liability to Buyer shall have no obligation pursuant or its Affiliates arising out of or relating to Section 2.3 or otherwise with respect the failure to obtain any such Assumed Contractconsent or approval (for the avoidance of doubt, Intellectual Property this sentence does not operate to waive any rights Buyer may otherwise have under this Agreement arising from a breach of any representation or Registration. The provisions warranty of Seller set forth in Article 3 of this Section 2.7 shall not affect the right Agreement or a breach of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained any covenant of Seller set forth in Section 9.1 has not been fulfilledArticle 5).

Third Party Consents. To the extent that any Assumed ContractSeller shall use reasonable best efforts (at Seller's expense), Intellectual Property or Registration is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof or a default thereunder. Seller and Buyer shall each use commercially cooperate (it being understood that such cooperation will not include any requirement to pay any consideration or offer or grant any financial consideration) with Seller in all reasonable efforts respects to obtain all Consents and Governmental Permits required for the consent transfer to Buyer of [****]*all of the Assets. Seller will not agree to any materially adverse change in any Assumed Contract as a condition to obtaining any such Consent without Buyer's consent, which shall not be unreasonably withheld. Any instrument evidencing any Consent shall be reasonably acceptable to the extent required, for Buyer. If a Required Consent or Governmental Permit to the assignment of any Assumed Contracts Contract is not obtained and Buyer, in its discretion, waives any requirement under this Agreement that such Consent or Governmental Permit be obtained as a condition to which it is a party. Closing and the requirement that such Assumed Contract be assigned to Buyer at the Closing, Seller shall use its commercially reasonable best efforts to keep such Assumed Contract in effect and to give Buyer the benefit of such Assumed Contract to the same extent as if it had been assigned, and Buyer shall perform Seller's obligations under the Assumed Contract relating to the benefit obtained by Buyer. From and after the Closing, Seller will continue to use its reasonable best efforts (at Seller's expense) to obtain all Consents and Governmental Permits that were not obtained prior to Closing. Nothing in this Agreement shall be construed as an attempt to assign any and all consents necessary for Assumed Contract or Governmental Permit that is by its terms nonassignable without the effective assignment to and assumption consent of the other party or as a waiver by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such requirement under this Agreement that consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account assignment of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property Contract or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not Governmental Permit be obtained prior to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilledClosing.