Common use of Undertakings by the Parties Clause in Contracts

Undertakings by the Parties. 8.1 Each Buyer agrees that it shall promptly and in any event no later than May 15, 2020, in its capacity as a holder of the Senior PIK Notes, (i) provide evidence reasonably satisfactory to the Seller that it has consented to extending the Stated Maturity (as defined in the Indenture) of the Senior PIK Notes to September 30, 2020 (or such later date as may be agreed by the Seller and the Buyers) and (ii) instruct the Trustee to extend the Stated Maturity in accordance with proviso (i) of this clause, in each case subject to the terms of the Indenture. 8.2 The Company hereby undertakes to provide reasonable assistance on a best efforts basis, as reasonably requested, to assist the Buyers in fulfilling the Regulatory Conditions Precedent. The Parties acknowledge that the Buyers shall have the primary responsibility, on a several basis, of fulfilling the Regulatory Conditions Precedent and that the Company shall have no obligations itself to fulfil the Regulatory Conditions Precedent, and for the avoidance of doubt shall not be required to undertake any divestments (including in respect of any business, activities or assets of any undertaking that is controlled by any member of the Company’s group) to fulfil the Regulatory Conditions Precedent. The Buyers shall be severally responsible for and bear all fees and other costs, except for professional fees and other costs incurred by the Seller, in relation to the Regulatory Conditions Precedent. 8.3 Each Buyer, to the extent that it has a filing obligation, shall, subject to the limitations set forth in this clause 8.3, use its commercially reasonable efforts to fulfil, on a several basis, the Regulatory Conditions Precedent as soon as practicable after the date of this Agreement. In particular, each Buyer, to the extent that it has a filing obligation, shall: (a) procure that the transaction hereunder will be duly presented for approval to the relevant public authorities as soon as reasonably practicable after the date of this Agreement; (b) submit any information and documents reasonably (in the sole judgement of such Buyer) requested by any relevant public authority as soon as reasonably practicable in order to obtain such approval; (c) subject to any limitations under applicable laws, keep the Seller and the Company reasonably informed about any communications with any relevant public authority and/or other developments in connection with the satisfaction of the Regulatory Conditions Precedent; (d) provide the outside counsel of the Seller and, if requested in writing reasonably in advance, the outside counsel of the Company with drafts (which drafts may be redacted to remove material that such Buyer, in its sole judgment, considers to constitute legally privileged, confidential, proprietary or competitively sensitive information, business secrets or otherwise sensitive information with respect to such Buyer or any of its affiliates (“Sensitive Information”)) of all material submissions, notifications, filings and other communications to be submitted to any relevant public authority at least 1 business day prior to submission or longer if reasonably necessary for the outside counsel of the Seller and the outside counsel of the Company, as applicable, to provide comments and consider in good faith any comments of the outside counsel of the Seller and the outside counsel of the Company, as applicable, on such drafts prior to their submission; provided that such draft submissions may be redacted to remove Sensitive Information as described above or to comply with applicable law and that any unredacted portions of such draft submissions that comprise Sensitive Information may be designated as “Outside Counsel Only” and (e) subject to clause (z) of the next sentence, comply with any reasonable remedies or conditions of any relevant public authority in connection with the satisfaction of the Regulatory Conditions Precedent. Notwithstanding anything to the contrary set forth in this Agreement, (x) each Buyer may designate any materials provided to any other Party under this clause 8.3 that contain unredacted Sensitive Information as “Outside Counsel Only” and such materials and the information contained therein shall be given only to the outside antitrust counsel of the receiving Party and will not be disclosed by such outside counsel to employees, officers or directors or other representatives of the receiving Party unless express permission is obtained in advance from such Buyer or its legal counsel, (y) none of the Buyers shall be required to provide to any other Party hereto or to any public authority any information that is confidential (in the sole judgment of such Buyer) with respect to such Buyer or any of its affiliates and (z) none of the Buyers shall be required to agree to undertake any divestments, to accept any operational restriction, or to take any other remedial action or commitment that, in the reasonable judgment of such Buyer, could be expected to limit the right of (i) such Buyer to own the relevant Sale Shares or operate its existing business or (ii) the Company to operate as a business. 8.4 Each Buyer, to the extent that it has a filing obligation, agrees to provide notification in writing to the Seller and the Company, or to their respective outside counsel, of the fulfilment of the Regulatory Conditions Precedent as soon as reasonably practicable after their fulfilment and, in any event, within two business days from the date on which the Regulatory Conditions Precedent have been fulfilled. 8.5 The Seller agrees that it will (i) take such steps as are reasonable to enforce all its rights under the Forbearance Letter for so long as the Forbearance Letter remains in effect, (ii) comply with its obligations under the Forbearance Letter and (iii) not agree to any amendment, modification or waiver of the Forbearance Letter that is materially adverse to any Buyer.

Undertakings by the Parties. 8.1 Each regarding the Antitrust Clearance (i) The Buyer and the Seller agree to jointly submit the Transaction to the Antitrust Authority and use their commercially reasonable efforts to supply as promptly as reasonably practicable any additional information and documents that may be requested by it. The Buyer will take the lead in coordinating this submission and agrees to use its best endeavours to do, or cause to be done, all things necessary, proper or advisable to ensure that the Antitrust Clearance is obtained as soon as possible and, in any event, prior to the Long Stop Date. In particular, the Buyer undertakes and covenants that during the Interim Period it will not, and will procure that none of its Affiliates will, enter into any agreement or arrangement or acquire or agree to acquire any interest in any business, where the effect of any such agreement or arrangement or such acquisition could reasonably be expected to delay, impede or in any respect prejudice obtaining the Antitrust Clearance as soon as possible and, in any event, prior to the Long Stop Date. (ii) The Buyer shall ensure that draft documents, applications or pre-notifications as may be necessary to obtain the Antitrust Clearance shall be provided and submitted to the Antitrust Authority not later than twenty Business Days from the date of this Agreement, subject to the Seller complying in all material respects and in a timely basis with its obligations in Clause 4.1.3(iii). The Buyer shall consult with the Seller and its advisors on the manner of submission and content of such information, documents, applications or pre-notifications prior to submitting them to the Antitrust Authority and provide the Seller and its advisors with redacted drafts (that is, after deleting therefrom any confidential information or commercially sensitive data which may be provided instead to Seller’s external legal counsel on an external counsel only basis) of said documents, and give the Seller a reasonable opportunity to comment thereon. The Buyer will take reasonable consideration of the comments proposed by the Seller, as the case may be. (iii) The Seller shall, and shall procure that its subsidiaries and advisors shall, cooperate with the Buyer in providing the Buyer with all such assistance as is reasonably necessary, and shall provide the Antitrust Authority with such information as may reasonably be necessary and as it is reasonably able to provide to ensure that: a) all relevant documents, applications or pre-notifications are made in accordance with Clause 4.1.3(ii); and b) any request for information from the Antitrust Authority is fulfilled promptly and in any event in accordance with any relevant time limit. The Seller shall consult with the Buyer and its advisors on the manner of submission and content of such information, documents, applications or pre-notifications prior to submitting them to the Antitrust Authority and provide the Buyer and its advisors with redacted drafts (that is, after deleting therefrom any confidential information or commercially sensitive data which may be provided instead to Buyer’s external legal counsel on an external counsel only basis) of said documents, and give the Seller a reasonable opportunity to comment thereon. The Seller will take reasonable consideration of the comments proposed by the Buyer, as the case may be. (iv) Each of the Parties shall promptly reply to any requests for information or additional documentation made to that Party by the Antitrust Authority. Each of the Parties shall give the other reasonable opportunity to comment on the content of the reply prior to submitting them to the Antitrust Authority and provide the other with redacted copies (that is, after deleting therefrom any confidential information or commercially sensitive data which may be provided instead to the other Party’s external legal counsel on an external counsel only basis) of said information or documents. (v) To the extent permitted by applicable law, each of the Parties shall maintain the other regularly informed of the status of the process and shall provide it with redacted copies (that is, after deleting therefrom any confidential information or commercially sensitive data which may be provided instead to the other Party’s external legal counsel on an external counsel only basis) of the correspondence maintained with the Antitrust Authority. (vi) Where either of the Parties intends to participate in any meeting, teleconference or any other type of communication with the Antitrust Authority, it shall: a) inform the other Party and its advisors of such circumstance and take into account any observations the other Party may make in this connection, provided the Antitrust Authority makes no later than May 15objection; and b) make sure that the other Party may attend said meeting, 2020teleconference or communication or be represented should it so wish and should the Antitrust Authority not object. (vii) Each of the Parties shall promptly inform the other of any relevant notices, oral or written, received by it in relation to the procedures or negotiations commenced to fulfil the Antitrust Clearance. The Buyer shall deliver to the Seller and its advisors, as soon as received, a copy of the ruling, decision or document giving rise to the satisfaction or non-satisfaction of the Antitrust Clearance or stating or evidencing any significant development or situation in respect thereof. Each of the Parties shall also keep the other informed of all the steps and of any relevant facts in connection with the process to obtain the Antitrust Clearance. (viii) Either Party shall have the right to request and promptly obtain from the other information as to the status, advancement or developments regarding the Antitrust Clearance. (ix) In the event that any of the Parties at any time becomes aware of any circumstance that could reasonably be expected to prevent, delay or frustrate the obtaining of the Antitrust Clearance, it shall promptly deliver written notice thereof to the other Party. (x) If it becomes apparent that the Antitrust Authority will only approve the Transaction subject to conditions, obligations, undertakings and/or modifications (each a “Commitment”), in its capacity as a holder of the Senior PIK Notes, particular that relates in any manner whatsoever to: (i) provide evidence reasonably satisfactory to the Seller that it has consented to extending the Stated Maturity (as defined in the Indenture) of the Senior PIK Notes to September 30, 2020 (any undertaking or such later date as may be agreed by the Seller and the Buyers) and (ii) instruct the Trustee to extend the Stated Maturity in accordance with proviso (i) of this clause, in each case subject to the terms of the Indenture. 8.2 The Company hereby undertakes to provide reasonable assistance on a best efforts basis, as reasonably requested, to assist the Buyers in fulfilling the Regulatory Conditions Precedent. The Parties acknowledge that the Buyers shall have the primary responsibility, on a several basis, of fulfilling the Regulatory Conditions Precedent and that the Company shall have no obligations itself to fulfil the Regulatory Conditions Precedent, and for the avoidance of doubt shall not be required to undertake any divestments (including in respect of any business, activities or assets of any undertaking that is controlled by any member of the Company’s group) to fulfil the Regulatory Conditions Precedent. The Buyers shall be severally responsible for and bear all fees and other costs, except for professional fees and other costs incurred by the Seller, in relation to the Regulatory Conditions Precedent. 8.3 Each Buyer, to the extent that it has a filing obligation, shall, subject to the limitations set forth in this clause 8.3, use its commercially reasonable efforts to fulfil, on a several basis, the Regulatory Conditions Precedent as soon as practicable after the date of this Agreement. In particular, each Buyer, to the extent that it has a filing obligation, shall: (a) procure that the transaction hereunder will be duly presented for approval to the relevant public authorities as soon as reasonably practicable after the date of this Agreement; (b) submit any information and documents reasonably (in the sole judgement of such Buyer) requested by any relevant public authority as soon as reasonably practicable in order to obtain such approval; (c) subject to any limitations under applicable laws, keep the Seller and the Company reasonably informed about any communications with any relevant public authority and/or other developments in connection with the satisfaction of the Regulatory Conditions Precedent; (d) provide the outside counsel of the Seller and, if requested in writing reasonably in advance, the outside counsel of the Company with drafts (which drafts may be redacted to remove material that such Buyer, in its sole judgment, considers to constitute legally privileged, confidential, proprietary or competitively sensitive information, business secrets or otherwise sensitive information with respect to such Buyer or any of its affiliates Affiliates; or (“Sensitive Information”)ii) any undertaking or business, activities or assets of all material submissionsthe relevant Companies, notificationsthe Buyer shall offer, filings accept and other communications to be submitted agree to any relevant public authority at least 1 business day prior such Commitment as may be necessary to submission or longer if reasonably obtain the Antitrust Clearance and shall take any and all steps necessary for to complete the outside counsel Commitment, preferably, with respect to clearance by the Antitrust Authority, by means of the Seller and the outside counsel of the Companynegotiation, as applicable, to provide comments and consider in good faith any comments of a formal Merger Control Agreement (Acordo de Controle de Concentrações – ACC) with the General Superintendence and/or the Administrative Tribunal of the outside counsel Antitrust Authority. The Commitment shall include, without limitation, the proposal, negotiation and acceptance by the Buyer of (i) any and all divestitures of the Seller and businesses or assets of it or its subsidiaries or its controlled Affiliates or, following the outside counsel Closing Date, of the CompanyCompanies, as applicable, on such drafts prior (ii) any agreement to their submission; provided that such draft submissions may be redacted to remove Sensitive Information as described above or to comply with applicable law and that hold separate any unredacted portions of such draft submissions that comprise Sensitive Information may be designated as “Outside Counsel Only” and (e) subject to clause (z) assets of the next sentence, comply with any reasonable remedies or conditions of any relevant public authority in connection with the satisfaction of the Regulatory Conditions Precedent. Notwithstanding anything to the contrary set forth in this Agreement, (x) each Buyer may designate any materials provided to any other Party under this clause 8.3 that contain unredacted Sensitive Information as “Outside Counsel Only” and such materials and the information contained therein shall be given only to the outside antitrust counsel of the receiving Party and will not be disclosed by such outside counsel to employees, officers or directors or other representatives of the receiving Party unless express permission is obtained in advance from such Buyer or its legal counsel, (y) none of the Buyers shall be required to provide to any other Party hereto or to any public authority any information that is confidential (in the sole judgment of such Buyer) with respect to such Buyer or any of its affiliates and (z) none Affiliates or of the Buyers shall be required Companies, (iii) any agreement to agree license any portion of the business of the Buyer or any of its Affiliates or of the Companies, (iv) any limitation to undertake or modification of any divestmentsof the businesses, to accept services or operations of the Buyer or any operational restrictionof its Affiliates or, or to take any other remedial action or commitment that, in following the reasonable judgment of such Buyer, could be expected to limit the right of (i) such Buyer to own the relevant Sale Shares or operate its existing business or (ii) the Company to operate as a business. 8.4 Each Buyer, to the extent that it has a filing obligation, agrees to provide notification in writing to the Seller and the Company, or to their respective outside counselClosing Date, of the fulfilment Companies, and (v) any other action (including any action that limits the freedom of action, ownership or control with respect to, or ability to retain or hold, any of the Regulatory Conditions Precedent as soon as reasonably practicable after their fulfilment andbusinesses, assets, product lines, properties or services of the Buyer or any of its Affiliates or of the Companies), in each case as may be necessary to obtain the Antitrust Clearance. The Buyer expressly acknowledges and accepts that any eventrequired action by the Buyer to complete the Commitment shall not reduce, within two business days from impact or amend the Price agreed under this Agreement. (xi) The Parties agree as follows in respect of the possible outcome of the analysis of the Transaction by the Antitrust Authority: a) If the Antitrust Authority authorizes the Transaction unconditionally, the Antitrust Condition Precedent in Clause 4.1.1(i) shall be deemed satisfied (x) with respect to clearance by XXXX, the day such decision becomes final and non-appealable, i.e. the day that XXXX issues the certification mentioned in section 131 of its internal rules (Regimento Interno), if the corresponding decision is rendered by its General Superintendence (Superintendência Geral), or (y) the day the Transaction is finally decided by its Administrative Tribunal, in case the unconditional clearance is issued by that authority; b) If the Antitrust Authority authorizes the Transaction subject to any Commitment, the Antitrust Condition Precedent shall be deemed satisfied on the date on which the Regulatory Conditions Precedent have been fulfilledBuyer is notified of the Antitrust Clearance and such Antitrust Clearance is effective pursuant to applicable law and the Transaction can be consummated without infringing that authorization. 8.5 The Seller agrees that it will (ixii) take such steps as are reasonable All information furnished to enforce all its rights the Parties or the Parties’ advisors under the Forbearance Letter for so long as the Forbearance Letter remains in effect, (ii) comply with its obligations under the Forbearance Letter and (iii) not agree to any amendment, modification or waiver of the Forbearance Letter that is materially adverse to any Buyerthis Clause 4.1.3 shall constitute Confidential Information.

Undertakings by the Parties. 8.1 Each regarding the Antitrust Clearance (i) The Buyer will submit the Transaction to the Antitrust Authority and agrees to use its best endeavours to do, or cause to be done, all things necessary, proper or advisable to ensure that the Antitrust Clearance is obtained as soon as possible and, in any event, prior to the Long Stop Date. In particular, the Buyer undertakes and covenants that during the Interim Period it will not, and will procure that none of its Affiliates will, enter into any agreement or arrangement or acquire or agree to acquire any interest in any business, where the effect of any such agreement or arrangement or such acquisition could reasonably be expected to delay, impede or in any respect prejudice obtaining the Antitrust Clearance as soon as possible and, in any event, prior to the Long Stop Date. (ii) The Buyer shall ensure that draft documents, applications or pre-notifications as may be necessary to obtain the Antitrust Clearance shall be provided and submitted to the Antitrust Authority not later than twenty Business Days from the date of this Agreement, subject to the Seller complying in all material respects and in a timely basis with its obligations in Clause 4.1.3(iii). The Buyer shall consult with the Seller and its advisors on the manner of submission and content of such information, documents, applications or pre-notifications prior to submitting them to the Antitrust Authority and provide the Seller and its advisors with redacted drafts (that is, after deleting therefrom any confidential information or commercially sensitive data which may be provided instead to Seller’s external legal counsel on an external counsel only basis) of said documents, and give the Seller a reasonable opportunity to comment thereon. The Buyer will take reasonable consideration of the comments proposed by the Seller, as the case may be. (iii) The Seller shall, and shall procure that its subsidiaries and advisors shall, cooperate with the Buyer in providing the Buyer with all such assistance as is reasonably necessary, and shall provide the Antitrust Authority with such information as may reasonably be necessary and as it is reasonably able to provide to ensure that: a) all relevant documents, applications or pre-notifications are made in accordance with Clause 4.1.3(ii); and b) any request for information from the Antitrust Authority is fulfilled promptly and in any event in accordance with any relevant time limit. The Seller shall consult with the Buyer and its advisors on the manner of submission and content of such information and documents prior to submitting them to the Antitrust Authority and provide the Buyer and its advisors with redacted drafts (that is, after deleting therefrom any confidential information or commercially sensitive data which may be provided instead to Buyer’s external legal counsel on an external counsel only basis) of said documents, and give the Seller a reasonable opportunity to comment thereon. The Seller will take reasonable consideration of the comments proposed by the Buyer, as the case may be. (iv) Each of the Parties shall promptly reply to any requests for information or additional documentation made to that Party by the Antitrust Authority. Each of the Parties shall give the other reasonable opportunity to comment on the content of the reply prior to submitting them to the Antitrust Authority and provide the other with redacted copies (that is, after deleting therefrom any confidential information or commercially sensitive data which may be provided instead to the other Party’s external legal counsel on an external counsel only basis) of said information or documents. (v) To the extent permitted by applicable law, each of the Parties shall maintain the other regularly informed of the status of the process and shall provide it with redacted copies (that is, after deleting therefrom any confidential information or commercially sensitive data which may be provided instead to the other Party’s external legal counsel on an external counsel only basis) of the correspondence maintained with the Antitrust Authority. (vi) Where either of the Parties intends to participate in any meeting, teleconference or any other type of communication with the Antitrust Authority, it shall: a) inform the other Party and its advisors of such circumstance and take into account any observations the other Party may make in this connection, provided the Antitrust Authority makes no later than May 15objection; and b) make sure that the other Party may attend said meeting, 2020teleconference or communication or be represented should it so wish and should the Antitrust Authority not object. (vii) Each of the Parties shall promptly inform the other of any relevant notices, oral or written, received by it in relation to the procedures or negotiations commenced to fulfil the Antitrust Clearance. The Buyer shall deliver to the Seller and its advisors, as soon as received, a copy of the ruling, decision or document giving rise to the satisfaction or non-satisfaction of the Antitrust Clearance or stating or evidencing any significant development or situation in respect thereof. Each of the Parties shall also keep the other informed of all the steps and of any relevant facts in connection with the process to obtain the Antitrust Clearance. (viii) The Seller shall have the right to request and promptly obtain from the Buyer information as to the status, advancement or developments regarding the Antitrust Clearance. (ix) In the event that any of the Parties at any time becomes aware of any circumstance that could reasonably be expected to prevent, delay or frustrate the obtaining of an Antitrust Clearance, it shall promptly deliver written notice thereof to the other Party. (x) If it becomes apparent that the Antitrust Authority will only approve the Transaction subject to conditions, obligations, undertakings and/or modifications (each a “Commitment”), in its capacity as a holder of the Senior PIK Notes, particular that relates in any manner whatsoever to: (i) provide evidence reasonably satisfactory to the Seller that it has consented to extending the Stated Maturity (as defined in the Indenture) of the Senior PIK Notes to September 30, 2020 (any undertaking or such later date as may be agreed by the Seller and the Buyers) and (ii) instruct the Trustee to extend the Stated Maturity in accordance with proviso (i) of this clause, in each case subject to the terms of the Indenture. 8.2 The Company hereby undertakes to provide reasonable assistance on a best efforts basis, as reasonably requested, to assist the Buyers in fulfilling the Regulatory Conditions Precedent. The Parties acknowledge that the Buyers shall have the primary responsibility, on a several basis, of fulfilling the Regulatory Conditions Precedent and that the Company shall have no obligations itself to fulfil the Regulatory Conditions Precedent, and for the avoidance of doubt shall not be required to undertake any divestments (including in respect of any business, activities or assets of any undertaking that is controlled by any member of the Company’s group) to fulfil the Regulatory Conditions Precedent. The Buyers shall be severally responsible for and bear all fees and other costs, except for professional fees and other costs incurred by the Seller, in relation to the Regulatory Conditions Precedent. 8.3 Each Buyer, to the extent that it has a filing obligation, shall, subject to the limitations set forth in this clause 8.3, use its commercially reasonable efforts to fulfil, on a several basis, the Regulatory Conditions Precedent as soon as practicable after the date of this Agreement. In particular, each Buyer, to the extent that it has a filing obligation, shall: (a) procure that the transaction hereunder will be duly presented for approval to the relevant public authorities as soon as reasonably practicable after the date of this Agreement; (b) submit any information and documents reasonably (in the sole judgement of such Buyer) requested by any relevant public authority as soon as reasonably practicable in order to obtain such approval; (c) subject to any limitations under applicable laws, keep the Seller and the Company reasonably informed about any communications with any relevant public authority and/or other developments in connection with the satisfaction of the Regulatory Conditions Precedent; (d) provide the outside counsel of the Seller and, if requested in writing reasonably in advance, the outside counsel of the Company with drafts (which drafts may be redacted to remove material that such Buyer, in its sole judgment, considers to constitute legally privileged, confidential, proprietary or competitively sensitive information, business secrets or otherwise sensitive information with respect to such Buyer or any of its affiliates Affiliates; or (“Sensitive Information”)ii) any undertaking or business, activities or assets of all material submissionsthe relevant Companies, notificationsthe Buyer shall offer, filings accept and other communications to be submitted agree to any relevant public authority at least 1 business day prior such Commitment as may be necessary to submission or longer if reasonably obtain the Antitrust Clearance and shall take any and all steps necessary for to complete the outside counsel Commitment. The Commitment shall include, without limitation, the proposal, negotiation and acceptance by the Buyer of (i) any and all divestitures of the Seller and businesses or assets of it or its subsidiaries or its controlled Affiliates or, following the outside counsel relevant Closing Date, of the CompanyCompanies or Towers Zweite, as applicable, (ii) any agreement to provide comments and consider in good faith hold separate any comments assets of the outside counsel of the Seller and the outside counsel of the Company, as applicable, on such drafts prior to their submission; provided that such draft submissions may be redacted to remove Sensitive Information as described above or to comply with applicable law and that any unredacted portions of such draft submissions that comprise Sensitive Information may be designated as “Outside Counsel Only” and (e) subject to clause (z) of the next sentence, comply with any reasonable remedies or conditions of any relevant public authority in connection with the satisfaction of the Regulatory Conditions Precedent. Notwithstanding anything to the contrary set forth in this Agreement, (x) each Buyer may designate any materials provided to any other Party under this clause 8.3 that contain unredacted Sensitive Information as “Outside Counsel Only” and such materials and the information contained therein shall be given only to the outside antitrust counsel of the receiving Party and will not be disclosed by such outside counsel to employees, officers or directors or other representatives of the receiving Party unless express permission is obtained in advance from such Buyer or its legal counsel, (y) none of the Buyers shall be required to provide to any other Party hereto or to any public authority any information that is confidential (in the sole judgment of such Buyer) with respect to such Buyer or any of its affiliates and (z) none Affiliates or of the Buyers shall be required Companies or Towers Zweite, (iii) any agreement to agree license any portion of the business of the Buyer or any of its Affiliates or of the Companies or Towers Zweite, (iv) any limitation to undertake or modification of any divestmentsof the businesses, to accept services or operations of the Buyer or any operational restrictionof its Affiliates or, or to take any other remedial action or commitment that, in the reasonable judgment of such Buyer, could be expected to limit the right of (i) such Buyer to own following the relevant Sale Shares or operate its existing business or (ii) the Company to operate as a business. 8.4 Each Buyer, to the extent that it has a filing obligation, agrees to provide notification in writing to the Seller and the Company, or to their respective outside counselClosing Date, of the fulfilment Companies or Towers Zweite, and (v) any other action (including any action that limits the freedom of action, ownership or control with respect to, or ability to retain or hold, any of the Regulatory Conditions Precedent as soon as reasonably practicable after their fulfilment andbusinesses, assets, product lines, properties or services of the Buyer or any of its Affiliates or of the Companies or Towers Zweite), in each case as may be necessary to obtain the Antitrust Clearance. The Buyer expressly acknowledges and accepts that any eventrequired action by the Buyer to complete the Commitment shall not reduce, within two business days from impact or amend the Price agreed under this Agreement. (xi) The Parties agree as follows in respect of the possible outcome of the analysis of the Transaction by the Antitrust Authority: a) If the Antitrust Authority authorizes the Transaction unconditionally, the Condition Precedent in Clause 4.1.1(i) shall be deemed satisfied on: (a) in the case of express authorization, the date on which the Regulatory Conditions Buyer is notified of the Antitrust Clearance by the Antitrust Authority, or (b) in the case of tacit or implied authorization, the date on which that authorization is tacitly or implicitly obtained in accordance with the applicable anti-trust law; b) If the Antitrust Authority authorizes the Transaction subject to any Commitment, the Condition Precedent have been fulfilledin Clause 4.1.1(i) shall be deemed satisfied on the date on which the Buyer is notified of the Antitrust Clearance and such Antitrust Clearance is effective pursuant to applicable law and the Transaction can be consummated without infringing that authorization. 8.5 The Seller agrees that it will (ixii) take such steps as are reasonable All information furnished to enforce all its rights the Parties or the Parties’ advisors under the Forbearance Letter for so long as the Forbearance Letter remains in effect, (ii) comply with its obligations under the Forbearance Letter and (iii) not agree to any amendment, modification or waiver of the Forbearance Letter that is materially adverse to any Buyerthis Clause 4.1.3 shall constitute Confidential Information.

Undertakings by the Parties. 8.1 Each Buyer agrees that it shall promptly (a) Liberty. From and in any event no later than May 15, 2020, in its capacity as a holder of the Senior PIK Notes, (i) provide evidence reasonably satisfactory to the Seller that it has consented to extending the Stated Maturity (as defined in the Indenture) of the Senior PIK Notes to September 30, 2020 (or such later date as may be agreed by the Seller and the Buyers) and (ii) instruct the Trustee to extend the Stated Maturity in accordance with proviso (i) of this clause, in each case subject to the terms of the Indenture. 8.2 The Company hereby undertakes to provide reasonable assistance on a best efforts basis, as reasonably requested, to assist the Buyers in fulfilling the Regulatory Conditions Precedent. The Parties acknowledge that the Buyers shall have the primary responsibility, on a several basis, of fulfilling the Regulatory Conditions Precedent and that the Company shall have no obligations itself to fulfil the Regulatory Conditions Precedent, and for the avoidance of doubt shall not be required to undertake any divestments (including in respect of any business, activities or assets of any undertaking that is controlled by any member of the Company’s group) to fulfil the Regulatory Conditions Precedent. The Buyers shall be severally responsible for and bear all fees and other costs, except for professional fees and other costs incurred by the Seller, in relation to the Regulatory Conditions Precedent. 8.3 Each Buyer, to the extent that it has a filing obligation, shall, subject to the limitations set forth in this clause 8.3, use its commercially reasonable efforts to fulfil, on a several basis, the Regulatory Conditions Precedent as soon as practicable after the date of this Agreement. In particular, each Buyer, to : (i) Concurrently with the extent that it has a filing obligation, shall: (a) procure that the transaction hereunder will be duly presented for approval to the relevant public authorities as soon as reasonably practicable after the date execution of this Agreement; , or within five business days thereof, the Directors or Trustees, as applicable, of Liberty Bank, Liberty Bancorp and Liberty MHC shall have entered into the voting agreement set forth as Exhibit D to this Agreement; (bii) submit any information and documents reasonably (in the sole judgement of such Buyer) If requested to do so by any relevant public authority as soon as reasonably practicable in order to obtain such approval; (c) subject to any limitations under applicable lawsNorthfield, keep the Seller and the Company reasonably informed about any communications with any relevant public authority Liberty Bancorp and/or other developments Liberty MHC shall retain a proxy solicitor in connection with the satisfaction solicitation of the Regulatory Conditions Precedent; (d) provide the outside counsel stockholders and any necessary Liberty MHC member approval of the Seller and, if requested in writing reasonably in advance, the outside counsel of the Company with drafts (which drafts may be redacted to remove material that such Buyer, in its sole judgment, considers to constitute legally privileged, confidential, proprietary or competitively sensitive information, business secrets or otherwise sensitive information with respect to such Buyer or any of its affiliates (“Sensitive Information”)) of all material submissions, notifications, filings and other communications to be submitted to any relevant public authority at least 1 business day prior to submission or longer if reasonably necessary for the outside counsel of the Seller this Agreement and the outside counsel transaction contemplated hereby; (iii) [Intentionally omitted]; (iv) Liberty Bank, Liberty Bancorp and Liberty MHC shall permit the Chairman, President or Chief Executive Officer of the CompanyNorthfield to attend meetings of their Boards of Directors and Boards of Trustees, as applicable, and the Executive Committees thereof (provided that they shall not be required to permit the Northfield representative to remain present during any confidential discussion of this Agreement and the transactions contemplated hereby); (v) Liberty shall provide comments and consider in good faith any comments NSB, within ten (10) days of the outside counsel end of each calendar month, a written list of nonperforming assets (the term "nonperforming assets," for purposes of this subsection, means (i) loans that are "troubled debt restructuring" as defined in Statement of Financial Accounting Standards No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructuring," (ii) loans on nonaccrual status, (iii) real estate owned, (iv) all loans ninety (90) days or more past due as of the Seller end of such month and (v) impaired loans); (A) Liberty Bancorp shall submit this Agreement to its stockholders for approval at a meeting to be held as soon as practicable. Subject to the outside counsel receipt of the CompanyUpdated Fairness Opinion, as applicablethe Board of Directors shall recommend approval of this Agreement to the Liberty Bancorp stockholders. The Board of Directors of Liberty Bancorp may otherwise fail to make such a recommendation, on or withdraw, modify or change any such drafts prior to their submission; provided that such draft submissions may be redacted to remove Sensitive Information as described above or to comply with applicable law and that any unredacted portions of such draft submissions that comprise Sensitive Information may be designated as “Outside Counsel Only” and (e) subject to clause (z) of the next sentence, comply with any reasonable remedies or conditions of any relevant public authority recommendation only in connection with the satisfaction of the Regulatory Conditions Precedent. Notwithstanding anything to the contrary a Superior Proposal, as set forth in Section 5.06 of this Agreement, and in conformity with Section 5.06. Liberty MHC will cause all the outstanding shares of Liberty Bancorp which it owns to be voted in favor of the Merger, provided that if a vote of the Liberty MHC members is required to approve the MHC Merger, such members shall have voted in favor of the MHC Merger; and (xB) each Buyer may designate any materials provided If required by Regulatory Authorities, Liberty MHC shall submit this Agreement to any other Party under Liberty MHC Members for approval, and, subject to its fiduciary duties, Liberty MHC's Board of Directors shall recommend approval of this clause 8.3 that contain unredacted Sensitive Information as “Outside Counsel Only” and such materials and the information contained therein shall be given only Agreement to the outside antitrust counsel Liberty MHC Members. Liberty MHC shall take all steps necessary in order to hold a special meeting of depositors for the receiving Party and will not be disclosed by such outside counsel to employees, officers or directors or other representatives purpose of the receiving Party unless express permission is obtained in advance from such Buyer or its legal counsel, (y) none of the Buyers shall be required to provide to any other Party hereto or to any public authority any information that is confidential (in the sole judgment of such Buyer) with respect to such Buyer or any of its affiliates and (z) none of the Buyers shall be required to agree to undertake any divestments, to accept any operational restriction, or to take any other remedial action or commitment that, in the reasonable judgment of such Buyer, could be expected to limit the right of (i) such Buyer to own the relevant Sale Shares or operate its existing business or (ii) the Company to operate as a business. 8.4 Each Buyer, to the extent that it has a filing obligation, agrees to provide notification in writing to the Seller and the Company, or to their respective outside counsel, of the fulfilment of the Regulatory Conditions Precedent approving this Agreement as soon as reasonably practicable after their fulfilment practicable; and, in any event, within two business days from (vii) Liberty Bank and NSB shall meet on a regular basis to discuss and plan for the date on which the Regulatory Conditions Precedent have been fulfilledintegration of Liberty into Northfield. 8.5 The Seller agrees that it will (i) take such steps as are reasonable to enforce all its rights under the Forbearance Letter for so long as the Forbearance Letter remains in effect, (ii) comply with its obligations under the Forbearance Letter and (iii) not agree to any amendment, modification or waiver of the Forbearance Letter that is materially adverse to any Buyer.