Common use of Filings; Other Action Clause in Contracts

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub shall: (a) as promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, (i) determining which Regulatory Filings are required or permitted to be made prior to the Effective Time with, and which Consents are required or permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser Purchaser, and Merger Sub shall: (a) as promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer Merger and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities CommissionOffer; (b) cooperate and consult with one another in, in (i) determining which Regulatory Filings are required or or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which Consents consents, approvals, Permits, authorizations or waivers (collectively, "Consents") are required or or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and determining which Consents are as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") and (y) all Consents required to transfer to the Surviving Corporation Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) promptly timely making all such Regulatory Filings and promptly timely seeking all such Consents (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents; (iv) defending against any lawsuit or proceeding, whether judicial mandatory or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyvoluntary); and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv))Agreement. Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or and/or the Merger under the HSR ActAct or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub shall: (a) as promptly as practicablepracticable but in no event later than 10 business days after the date hereof, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities CommissionAct; (b) cooperate and consult with one another in, (i) determining which Regulatory Filings are required or or, in the case of Other Antitrust Filings and Consents, permitted to be made prior to the Effective Time with, and which Consents are required or or, in the case of Other Antitrust Filings and Consents, permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR ActAct or Foreign Antitrust Laws. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. (a) Subject to the terms and conditions --------------------- herein --------------------- provided, the Company, Company and Purchaser and Merger Sub shall: (a) as promptly as practicable, (i) promptly make their respective filings and thereafter make any other required submissions under the HSR Act and other Regulatory Filings with respect to the Offer and, if applicable, and the Merger, and request early termination of the waiting period under the HSR Act ; and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, (i) determining which Regulatory Filings are required or permitted to be made prior to the Effective Time with, and which Consents are required or permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing use all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to promptly take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement (Agreement, including without limitation those actions described but not limited to cooperating in the foregoing (ii) through (iv))preparation and filing of the Offer Documents, the Schedule 14D-9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof. Each of Purchaser and the The Company shall use its all reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment toobtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to Contracts with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to resolve any objections as may be asserted by any Governmental Entity fulfill the conditions to the Offer and the Merger. The Company will cooperate with Purchaser and Merger Sub with respect to, to consummating the financing for the Offer or and the Merger and any refinancing of the Company's indebtedness. Notwithstanding anything contained herein to the contrary, Purchaser shall be under no obligation whatsoever to make or accept or engage in negotiations for any settlement with any governmental entity or any other arrangement involving the HSR Act. Ifsale, at disposition, or separate holding, through the establishment of a trust, or otherwise, of the business or any time after of the Effective Time, assets of the Company or any further action is necessary or desirable of its subsidiaries acquired pursuant to carry out the purpose of this Agreement, the proper officers and directors or any portion thereof, or particular assets of Purchaser and or its subsidiaries or any of the Surviving Corporation shall take all such necessary actionPurchaser Companies in order to complete the transactions contemplated herein.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the CompanyKranzco, Purchaser CV and Merger Sub Kramont shall: (a) as promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect use all reasonable best efforts to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, in (i) determining which Regulatory Filings filings, declarations, registrations and notifications are required or permitted to be made prior to the Effective Time with, and which Consents consents, approvals, permits or authorizations are required or permitted to be obtained prior to the Effective Time from from, Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings, declarations, registrations and promptly notifications and timely seeking all such Consentsconsents, approvals, permits or authorizations; (ivb) defending against use all reasonable efforts to obtain in writing any lawsuit or proceedingconsents required from third parties in form reasonably satisfactory to Kranzco, whether judicial or administrative, challenging this Agreement or CV and Kramont necessary to effectuate the consummation of any of the transactions contemplated herebyConversion Transactions; and (c) use their all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR ActAgreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors or trustees of Purchaser Kranzco, CV and the Surviving Corporation Kramont shall take all such necessary action. If any "fair price" or "control share acquisition" statute or similar statute or regulation shall become applicable to the transactions contemplated hereby, the Kranzco Entities and the CV Entities shall use their reasonable best efforts to, and shall use their reasonable best efforts to cause their respective Boards of Trustees, Boards of Directors, partners or managers, as the case may be, to grant such approvals and to take such other actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and shall otherwise use their reasonable best efforts to minimize or eliminate the effects of any such statute or regulation on the transactions contemplated hereby. Kranzco and CV shall promptly advise each other of and confer and consult with respect to any communications from Governmental Entities with respect to the transactions contemplated by this Agreement.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, as promptly as practicable, the Company, Purchaser Company and Merger Sub shall: (a) as promptly as practicable, (i) promptly make their respective all filings and thereafter make any other required submissions under the HSR Act Act, each as reasonably may be required to be made in connection with respect to this Agreement and the Offer andtransactions contemplated hereby, if applicable, the Merger, provided that Parent and request early termination Company shall each pay one-half of the waiting period under the HSR Act and filing fees, (ii) make any required filings use all reasonable efforts to cooperate with the California Public Utilities Commission; each other in (b) cooperate and consult with one another in, (iA) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time with, and which Consents material consents, approvals, permits or authorizations are required or permitted to be obtained prior to the Effective Time from from, Governmental Entities of the United States, the several states or other third parties the District of Columbia and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making use all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper necessary or appropriate to consummate and make effective the transactions contemplated by this Agreement as soon as practicable. In connection with the foregoing, the Company will provide Parent and Merger Sub, and Parent and Merger Sub will provide the Company, with copies of correspondence, filings or communications (including without limitation those actions described in or memoranda setting forth the foregoing (iisubstance thereof) through (iv))between such party or any of its representatives, on the one hand, and any Governmental Entity or members of their respective staffs, on the other hand, with respect to this Agreement and the transactions contemplated hereby. Each of Purchaser Parent, Merger Sub and the Company shall use its reasonable best efforts acknowledge that certain actions may be necessary with respect to contest any proceeding seeking a preliminary injunction the foregoing in making notifications and obtaining clearances, consents, approvals, waivers or other legal impediment tosimilar third party actions which are material to the consummation of the transactions contemplated hereby, and each of Parent, Merger Sub and the Company agree to resolve any objections take such action as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary to complete such notifications and obtain such clearances, approvals, waivers or desirable to carry out third party actions, except where such consequence, event or occurrence would not have a Parent Material Adverse Effect or Company Material Adverse Effect, as the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actioncase may be.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub shall: (a) Parent and the Company shall cooperate with each other and use, and shall cause their respective Subsidiaries and any Persons of which it is a Subsidiary to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as practicablereasonably practicable notwithstanding any acquisition, divestiture or similar transaction entered into by Parent after the date hereof (it being understood that nothing contained in this Agreement shall require Parent to obtain any consents, approvals, permits or authorizations prior to the Termination Date), including (i) make their respective preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (including by filing no later than thirty (30) days after the date hereof, all applications required to be filed with the FCC and thereafter make any other the notification and required submissions form under the HSR Act with respect (provided, however, that the failure to the Offer and, if applicable, the Merger, and request early termination of the waiting file within such thirty (30) day period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, (i) determining which Regulatory Filings are required or permitted to be made prior to the Effective Time with, and which Consents are required or permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery will not constitute a breach of this Agreement so long as the filing is made as promptly as practicable thereafter) and responding as soon as reasonably practicable to any additional requests for information from the consummation FCC, the Antitrust Division of the transactions contemplated hereby, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf Department of the Company Justice or any of its Subsidiaries by or in the name of distributors, brokers or sales agentsother Governmental Entity; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing subject to the other parties drafts of such material foregoing, obtaining as promptly as reasonably practicable all consents, registrations, approvals, permits, clearances and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in advance order to consummate the Merger or any of the anticipated filing or submission datesother transactions contemplated by this Agreement; (iii) promptly making providing to the Company any material communication delivered to, and consult with the Company in advance of any meeting or conference with, any Governmental Entity to the extent solely relating to the transactions contemplated hereby or in connection with any Action by a private party relating thereto, and giving the Company the opportunity to attend and participate in all meetings and conferences solely relating to the Merger (to the extent permitted by such Regulatory Filings Governmental Entity and promptly seeking all such Consentsexcept in connection with any oral communication initiated by a representative of a Governmental Entity); and (iv) defending against defending, contesting, resisting and resolving any lawsuit or proceeding, whether judicial or administrative, Action challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts Merger, including seeking to takeavoid the entry of, or cause to be takenhave reversed, all other action and doterminated or vacated, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction stay or other legal impediment to, and to resolve any objections as may be asserted injunctive relief entered by any court or other Governmental Entity with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actionEntity.

Filings; Other Action. (a) Subject to the terms and conditions herein --------------------- providedof this Agreement, each of the Companyparties hereto shall cooperate with the other and use (and shall cause their respective Affiliates to use), Purchaser and Merger Sub shall: Parent shall cause each Person who is deemed by a Governmental Entity to “control” Parent or will be deemed by a Governmental Entity to “control” any of the Company Insurance Subsidiaries following the Closing (aeach such Person, a “Control Person”) to cooperate with the parties hereto and to use and cause their respective Affiliates to use, their respective reasonable best efforts to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, as promptly as practicable, the transactions contemplated hereby, including using reasonable best efforts to (i) make their respective filings prepare and thereafter make any file promptly and fully all documentation to effect all necessary and advisable filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and documents (ii) make including any required filings with the California Public Utilities Commission; (b) cooperate under applicable Antitrust Laws and consult with one another in, (i) determining which Regulatory Filings are required or permitted to be made prior Legal Requirements relating to the Effective Time withacquisition of control of insurance companies) that are or may become necessary, and which Consents are required proper or permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties advisable in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyby this Agreement; (ii) obtain as promptly as reasonably practicable (and in any event no later than the End Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Entity that are or may become necessary, proper or advisable to consummate the transactions contemplated by this Agreement; and (iii) obtain all necessary consents, approvals or waivers from third parties. Except as set forth in Part 4.5(a) of the Parent Disclosure Schedule, neither Parent nor any of its applicable Affiliates shall, and determining which Consents are required to transfer Parent shall cause each of the Control Persons not to, at any time prior to the Surviving Corporation Closing, file any Permits application with or registrations held on behalf of request for approval or non-disapproval by any Governmental Entity with respect to any inter-Affiliate transaction between the Company or any of its Subsidiaries by or in Affiliates, on the name of distributorsone hand, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance any of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation post-Closing Affiliates of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement them (including without limitation those actions described Parent and any of its Affiliates or Control Persons), on the other hand, in the foregoing (ii) through (iv))each case that would require approval or non-disapproval under applicable Legal Requirements. Each of Purchaser Parent acknowledges and the Company shall use its reasonable best efforts to contest agrees that any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted breach by any Governmental Entity with respect toAffiliate of Parent or any Control Person, of the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose provisions of this AgreementSection 4.5(a) (assuming, solely for this purpose, that such Affiliate or Control Person was bound to the proper officers and directors same covenants in this Section 4.5(a) as Parent) shall constitute a breach of Purchaser and the Surviving Corporation shall take all such necessary actionthis Section 4.5(a) by Parent.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub Bakex Xxxhxx xxx Drilex shall: (a) as promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) use their best efforts to cooperate and consult with one another in, in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time with, and which Consents consents, approvals, permits or authorizations are required or permitted to be obtained prior to the Effective Time from Governmental Entities from, governmental or other third parties regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings and promptly timely seeking all such Consentsconsents, approvals, permits or authorizations; (ivc) defending against furnish the others with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives, on the one hand, and any lawsuit governmental or proceedingregulatory authority or members or their respective staffs, whether judicial or administrativeon the other hand, challenging with respect to this Agreement or the consummation of any of and the transactions contemplated hereby; (d) furnish the others with such necessary information and reasonable assistance as such other parties and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation any filings necessary under the provisions of the HSR Act; and (ce) use their commercially reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the Merger and the transactions contemplated by this Agreement (including including, without limitation those actions described in limitation, the foregoing (ii) through (iv)). Each resolution of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment toobjections, and to resolve any objections if any, as may be asserted by any Governmental Entity governmental authority with respect to, the Offer or to the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation transactions contemplated hereby under any antitrust or trade or regulatory laws or regulations of any governmental authority; provided that Bakex Xxxhxx xxx Drilex shall not be required to take all such necessary action.any action that could have any adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of Bakex Xxxhxx xx Drilex (including any Subsidiaries thereof). 5.7

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser Company and Merger Sub Buyer shall: (a) as promptly as practicable, (i) make their respective filings Regulatory Filings and thereafter make any other required submissions under under, the HSR Act and applicable foreign antitrust laws and regulations with respect to the Offer and, if applicable, and the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) use all reasonable efforts to cooperate and consult with one another in, in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time with, and which Consents consents, approvals, permits or authorizations are required or permitted to be obtained prior to the Effective Time from from, Governmental Entities or other third parties Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, ; and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (c) promptly preparing all Regulatory Filings inform the other party of any communication with, and all any proposed understanding, undertaking or agreement with, any Governmental Authority regarding such filing, consent, approvals, permits or authorizations and not independently participate in any meeting with any Governmental Authority in respect thereof without giving the other filingsparty prior notice of the such meeting and, submissions and presentations required or prudent to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate; (d) use commercially reasonable efforts to obtain all Consentsconsents under or with respect to, including by providing to the any Permit, contract, lease, agreement, purchase order, sales order or other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceedinginstrument, whether judicial or administrative, challenging this Agreement or where the consummation of any of the transactions contemplated herebyhereby would be prohibited or constitute an event of default, or grounds for acceleration or termination, in the absence of such consent; and (ce) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things commercially reasonable actions as are reasonably necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement; provided that notwithstanding any provisions in this Agreement to the contrary, Buyer shall not be required to (including without limitation those actions described in the foregoing i) litigate against any Governmental Authority or (ii) through (iv)). Each agree to hold separate or to divest any of Purchaser and the material businesses, product lines or assets of Buyer or the Company shall use its reasonable best efforts to contest or any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actiontheir respective Subsidiaries.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser Company and Merger Sub shall: Parent shall (a) as promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer andAct, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) use reasonable efforts to cooperate and consult with one another in, in (i) determining which Regulatory Filings whether any filings are required or permitted to be made prior to the Effective Time with, and which Consents or consents, permits, authorizations or approvals are required or permitted to be obtained prior to from, any third party, the Effective Time from Governmental Entities United States government or any agencies, departments or instrumentalities thereof or other third parties - 44 - governmental or regulatory bodies or authorities of federal, state, local and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; thereby and (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings and promptly timely seeking all such Consents; (iv) defending against any lawsuit consents, permits, authorizations or proceedingapprovals, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate advisable to consummate and make effective the transactions contemplated by hereby, including, without limitation, taking all such further action as reasonably may be necessary to resolve such objections, if any, as the Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under relevant antitrust or competition laws with respect to the transactions contemplated hereby and to ensure that it is a "poolable entity" eligible to participate in a transaction to be accounted for under the pooling of interests method of accounting. Nothing in this Agreement (including without limitation those actions described shall be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Company or any of their respective Subsidiaries if the Board of Directors of Parent determines that so doing would materially impair the benefit intended to be obtained by Parent in the foregoing (ii) through (iv)). Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actionMerger.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub shall: (a) as promptly as practicablepracticable but in no event later than ten business days after the date hereof, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities CommissionAct; (b) cooperate and consult with one another in, (i) determining which Regulatory Filings are required or or, in the case of Other Antitrust Filings and Consents, permitted to be made prior to the Effective Time with, and which Consents are required or or, in the case of Other Antitrust Filings and Consents, permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR ActAct or Foreign Antitrust Laws. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, (a) Each of the Company, Purchaser Parent and Merger Acquisition Sub shall: (a) as promptly as practicable, (i) promptly (and (in the case of filings required pursuant to the HSR Act) in no event later than the date that is five (5) Business Days after the date hereof) use reasonable best efforts to make their respective and effect all registrations, filings and thereafter make any other submissions required submissions under to be made or effected by it or otherwise advisable pursuant to the HSR Act, other applicable Antitrust Laws, the Exchange Act and other applicable Laws with respect to the Offer and, if applicable, and the Merger, and request early termination of the waiting period under the HSR Act and ; (ii) make any use commercially reasonable efforts to obtain all consents and approvals required filings from Third Parties in connection with the California Public Utilities Commissiontransactions contemplated by this Agreement; and (biii) cooperate and consult with one another in, (i) determining which Regulatory Filings are required or permitted use reasonable best efforts to cause to be made taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement; provided, however, that in no event shall the Company be required to pay, prior to the Effective Time withTime, and which Consents are required or permitted to be obtained prior to the Effective Time from Governmental Entities any fee, penalty or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and determining which Consents are consideration to any Person for any consent or approval required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or for the consummation of any of the transactions contemplated hereby; by this Agreement. Without limiting the generality of the foregoing, each of Parent and Acquisition Sub (cA) use their reasonable best efforts to takeshall promptly provide all information requested by any Governmental Entity in connection with the Offer, the Merger or cause to be taken, all any of the other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement and (including without limitation those actions described in the foregoing (iiB) through (iv)). Each of Purchaser and the Company shall use its reasonable best efforts to contest promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain and secure the expiration or termination of any proceeding seeking a preliminary injunction applicable waiting periods under the HSR Act or other legal impediment toapplicable Antitrust Laws and obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement. If any Legal Proceeding is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any applicable Antitrust Law, the obligations of Parent and Acquisition Sub shall include: (i) proposing, negotiating, committing to resolve and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license, hold separate or other disposition, contemporaneously with or subsequent to the Effective Time, of any objections as may be asserted by asset or business of the Parent or its Subsidiaries or Company or its Subsidiaries; (ii) permitting the Company and its Subsidiaries to sell, divest, license, hold separate or otherwise dispose any of its or their assets or businesses prior to the Effective Time; (iii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent, Acquisition Sub or Company or their respective Subsidiaries; and (iv) any other behavioral undertakings and commitments whatsoever including but not limited to creating or consenting to create any relationships, ventures, contractual rights, obligations, or other arrangements of Parent, Acquisition Sub or Company or their respective Subsidiaries and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Entity in connection with any of the foregoing and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets, by consenting to such action by the Company in any such case of clauses (i)-(iv), so as to obtain the termination or expiration of any applicable waiting period under any Law, to obtain any required consent or other approval from any Governmental Entity under any Law, or to prevent the entry of, or have vacated, lifted, reversed or otherwise overturned, any applicable injunction, judgment or other Order issued under any Law; provided, however, that notwithstanding anything to the contrary in this Agreement, nothing in this Section 6.3(a) or anything else in this Agreement shall require Parent or Acquisition Sub or any of their Affiliates to take any of the actions described in the preceding clauses (i)-(iv) if such action would, or would reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Acquired Companies, taken as a whole; and provided further, that in no event shall Company proffer, take or agree to take any of the actions described in the preceding clauses (i)-(iv) without the prior written consent of Parent; provided, further, that, notwithstanding anything to the contrary herein, in connection with the receipt of any necessary governmental approvals or clearances (including under any Antitrust Law), nothing in this Agreement shall require Parent or any of its Affiliates to sell, divest, license, hold separate or otherwise dispose any of its or their assets or businesses, or enter into any license or similar agreement with respect to, or agree to restrict the Offer ownership or operation of, or agree to conduct or operate in a specified manner, any portion of the Merger under business or assets of Parent or any of its Affiliates (excluding the HSR Act. If, at any time Company and its Subsidiaries after the Effective TimeClosing), any further if such action is necessary or desirable to carry out the purpose of this Agreementwould have more than a minimal adverse effect on Parent and its Affiliates, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actiontaken as a whole.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Companyeach of Parent, Purchaser and Merger Sub the Company shall: (a) as to the extent required to effect the transactions contemplated hereby, promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) use all reasonable best efforts to cooperate and consult with one another in, in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time with, and which Consents consents, approvals, permits or authorizations are required or permitted to be obtained prior to the Effective Time from from, Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings, declarations, registrations and promptly notifications and timely seeking all such Consents; (iv) defending against any lawsuit consents, approvals, permits or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyauthorizations; and (c) use their all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement as expeditiously as practicable. The Company shall use all reasonable efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to Parent necessary to (including without limitation those actions described in i) effectuate the foregoing Merger and the other transactions contemplated hereby and (ii) through avoid defaults, acceleration of rights, and payment of consent or similar fees to third parties under agreements with the Company as a result of the Merger or the other transactions contemplated hereby, including the consents listed on Schedule 4.6 hereto (ivcollectively the "Consents")). Each ; provided, however, that without the written consent of Purchaser and Parent, the Company shall not pay any cash or other consideration, make any commitment or incur any liability in excess of the amount set forth on Schedule 4.6 hereto in connection therewith. The Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, obtain payoff letters and releases from holders of its indebtedness to resolve any objections as may be asserted by any Governmental Entity paid off in connection with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actionMerger.

Filings; Other Action. (a) Subject to the terms and conditions herein --------------------- providedof this Agreement, each of the Company, Purchaser parties hereto shall cooperate with the other and Merger Sub shalluse (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to: (a) as promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, (i) determining which Regulatory Filings are required or permitted to be made prior to the Effective Time with, and which Consents are required or permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action actions, and do, or cause to be done, all other things necessarythings, proper or appropriate necessary to cause the conditions to Closing to be satisfied as promptly as reasonably practicable (and in any event no later than the End Date) and to consummate and make effective effective, as promptly as reasonably practicable, the transactions contemplated by this Agreement Agreement, including preparing and filing promptly and fully all documentation to effect all necessary and advisable filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including without limitation those actions described any required or recommended filings under applicable Communications Laws or Antitrust Laws) (collectively, “Filings”) that are or may become necessary, proper or advisable in connection with the foregoing consummation of the transactions contemplated by this Agreement; (ii) through obtain as promptly as reasonably practicable (iv)). Each and in any event no later than the End Date) all approvals, consents, clearances, expirations or terminations of Purchaser waiting periods, registrations, permits, authorizations and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by confirmations from any Governmental Entity with respect toor third party (collectively, “Approvals”) that are or may become necessary, proper or advisable to consummate the Offer transactions contemplated by this Agreement; and (iii) obtain all necessary consents, approvals or the Merger under the HSR Actwaivers from third parties. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose For purposes of this Agreement, “Antitrust Laws” shall mean the proper officers Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and directors all other applicable Legal Requirements issued by a Governmental Entity that are designed or intended to (x) prohibit, restrict or regulate actions having the purpose or effect of Purchaser and the Surviving Corporation shall take all such necessary actionmonopolization or restraint of trade or lessening of competition through merger or acquisition or (y) restrict or regulate foreign investment.

Filings; Other Action. (a) Subject to the terms and conditions herein --------------------- providedof this Agreement, each of the Company, Purchaser parties hereto shall cooperate with the other and Merger Sub shalluse (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to: (ai) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary to cause the conditions to Closing to be satisfied as promptly as reasonably practicable (and in any event no later than the End Date) and to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement, including preparing and filing promptly and fully all documentation to effect all necessary and advisable filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make including any required or recommended filings with the California Public Utilities Commission; (bunder applicable Antitrust Laws) cooperate and consult with one another inthat are or may become necessary, (i) determining which Regulatory Filings are required proper or permitted to be made prior to the Effective Time with, and which Consents are required or permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties advisable in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agentsthis Agreement; (ii) obtain as promptly preparing as reasonably practicable (and in any event no later than the End Date) all Regulatory Filings approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and all other filingsconfirmations from any Governmental Entity or third party that are or may become necessary, submissions and presentations required proper or prudent advisable to obtain all Consents, including consummate the transactions contemplated by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission datesthis Agreement; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against defend any lawsuit lawsuits or proceedingother legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through Agreement; and (iv))) obtain all necessary consents, approvals or waivers from third parties. Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose For purposes of this Agreement, “Antitrust Laws” shall mean the proper officers Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and directors all other applicable Legal Requirements issued by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of Purchaser and the Surviving Corporation shall take all such necessary actionmonopolization or restraint of trade or lessening of competition through merger or acquisition.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub shall: (a) as promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act and the Exon-Florxx Xxxndment with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, in (i) determining which Regulatory Filings are required or or, in the case of Other Antitrust Filings and Consents, permitted to be made prior to the Effective Time with, and which Consents are required or or, in the case of Other Antitrust Filings and Consents, permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and determining which all Consents are required to transfer to the Surviving Corporation Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) promptly timely making all such Regulatory Filings and promptly timely seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; Consents and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv))Agreement. Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or and/or the Merger under the HSR ActAct or Foreign Antitrust Laws, provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. (a) Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub shall: (a) as promptly as practicable, Sellers and Buyer shall (i) promptly make their respective all filings and thereafter make any other required submissions under the HSR Act and similar Applicable Laws with respect to competition to the Offer andextent required or to the extent Sellers and Buyer together deem appropriate, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings voluntarily meet with the California Public Utilities Commission; (b) United States Department of Justice to discuss the terms of the Contemplated Transactions and cooperate with and consult with one another inprovide information as requested by the Department of Justice, (iiii) use all commercially reasonable efforts to cooperate with each other in (A) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time Closing Date with, and which Consents material consents, approvals, permits or authorizations are required or permitted to be obtained prior to the Effective Time from Closing Date from, any Governmental Entities or other third parties Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, Contemplated Transactions and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (iiB) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings and promptly timely seeking all such Consents; material consents, approvals, permits or authorizations and (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their all commercially reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper reasonably necessary or appropriate with respect to any Governmental Authority to consummate and the Contemplated Transactions, as soon as practicable; provided that Sellers shall not make effective any agreement or understanding affecting the transactions contemplated by this Agreement (including without limitation those actions described in Acquired Business as a condition for obtaining any such consents, approvals, permits or authorizations except with the foregoing (ii) through (iv))prior written consent of Buyer; provided further that nothing herein shall obligate Buyer to sell or otherwise dispose of any of its properties or assets or to shut down any of its facilities. Each of Purchaser and In connection with the Company shall use its reasonable best efforts foregoing, Sellers will promptly provide to contest any proceeding seeking a preliminary injunction or other legal impediment toBuyer, and Buyer will promptly provide to resolve Sellers, copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any objections as may be asserted by of its representatives, on the one hand, and any Governmental Entity Authority or members of its staff, on the other hand, with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers all filings and directors of Purchaser and the Surviving Corporation shall take all such necessary actionsubmissions required hereunder.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, (a) Each of the Company, Purchaser Parent and Merger Acquisition Sub shall: (ai) as promptly as practicable, and in no event later than fifteen (i15) Business Days following the date hereof make their respective and effect all registrations, filings and thereafter make any other submissions required submissions under to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Laws with respect to the Offer and, if applicable, and the Merger, and request early termination of the waiting period under the HSR Act and ; (ii) make any use commercially reasonable efforts to obtain all consents and approvals required filings from Third Parties in connection with the California Public Utilities Commissiontransactions contemplated by this Agreement; and (biii) cooperate use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and consult with one another ineffectuating the transactions contemplated by this Agreement; provided, however, that: (iA) determining which Regulatory Filings are in no event shall the Company be required or 57 permitted to be made pay, prior to the Effective Time withTime, and which Consents are required or permitted any fee (except for customary fees to be obtained prior to the Effective Time from Governmental Entities Entities), penalty or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and determining which Consents are consideration to any Person for any consent or approval required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or for the consummation of any of the transactions contemplated herebyby this Agreement; and (cB) use their reasonable best efforts subject to takeSection 8.3(a), in no event shall Parent be required to pay any fee, penalty or cause other consideration to be taken, all other action and do, any Person for any consent or cause to be done, all other things necessary, proper or appropriate to consummate and make effective approval in connection with the transactions contemplated by this Agreement; and (C) notwithstanding anything in this Agreement to the contrary (including without limitation those actions described clause “(a)” of this Section 6.3), Parent shall not have any obligation to divest or dispose of any asset or business of Parent, Acquisition Sub, the Company or any of their respective Affiliates or take any action or accept any condition or undertaking that individually or together with any other such action, condition or undertaking would, or would reasonably be expected to, result in a material adverse effect on the foregoing business, financial condition, results of operations of either the Company and its Subsidiaries, taken as a whole, or the Parent and its Subsidiaries, taken as a whole (ii) through (iv)each, a “Burdensome Restraint”). Each Without limiting the generality of Purchaser the foregoing, each of Parent and Acquisition Sub (A) shall promptly provide all information requested by any Governmental Entity in connection with the Company Offer, the Merger or any of the other transactions contemplated by this Agreement and (B) shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment topromptly take, and cause its controlled Affiliates to resolve take, actions and steps necessary to obtain any objections as may clearance or approval required to be asserted obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement. Parent shall have the right to direct all matters with any Governmental Entity consistent with respect toits obligations hereunder; provided, that, subject to reasonable limitations limiting access to outside counsel, Parent and the Company shall have the right to review in advance and, to the extent practicable, each will consult with the other on and consider in good faith the views of the other in connection with, any filing made with, or written materials submitted to or other communication with any Governmental Entity in connection with the Offer, the Offer or Merger and the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of other transactions contemplated by this Agreement. In exercising the foregoing rights, each of the proper officers Company and directors of Purchaser Parent shall act reasonably and the Surviving Corporation shall take all such necessary actionas promptly as practicable.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, provided the Company, Purchaser Company and Merger Sub shall: Parent shall (a) as promptly as practicablepromptly, but in no event later than ten (i10) Business Days after the date hereof, make their respective all filings and thereafter make any other submissions required submissions under the HSR Act with respect to the Offer and, if applicable, Merger and the Mergerother transactions contemplated hereby, and request early use best efforts to cause the expiration or termination of the any applicable waiting period periods under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; Act, (b) use reasonable best efforts to cooperate and consult with one another in, each other in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time with, and which Consents material consents, approvals, permits, notices or authorizations are required or permitted to be obtained prior to the Effective Time from from, Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the related agreements and consummation of the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; thereby and (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings filings and promptly timely seeking all such Consents; (iv) defending against any lawsuit consents, approvals, permits, notices or proceedingauthorizations, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper necessary or appropriate to consummate and make effective the transactions contemplated by this Agreement (hereby, including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser and the Company shall use its reasonable Merger, as soon as practicable, including using best efforts to contest take all such further action as may be necessary (A) to resolve such objections, if any, as any proceeding seeking a preliminary injunction or other legal impediment toGovernmental Entity may assert under any Applicable Law with respect to the transactions contemplated hereby, including the Merger, and (B) to resolve avoid or eliminate each and every impediment under any objections as Applicable Law that may be asserted by any Governmental Entity with respect toto the transactions contemplated hereby, including the Merger and, so as to enable the Closing to occur as promptly as practicable and in any event no later than the Outside Date; provided, that Parent shall not be required to consent to the divestiture or other disposition of any of its or its Affiliates' assets, except as would have an immaterial impact on Parent and its Affiliates taken as a whole, or to consent to any other structural or conduct remedy and shall have no obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Entity respecting the transactions contemplated by this Agreement. In connection with the foregoing, the Offer Company, on the one hand, will provide Parent, and Parent, on the other hand, will provide the Company, with copies of material correspondence, filings or communications (or oral summaries or memoranda setting forth the Merger under substance thereof) between such party or any of its Representatives, on the HSR Act. Ifone hand, at and any time after Governmental Entity or members of their respective staffs, on the Effective Timeother hand, any further action is necessary or desirable with respect to carry out the purpose of this Agreement, the proper officers and directors of Purchaser Agreement and the Surviving Corporation shall take all such necessary actiontransactions contemplated hereby.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, (a) Each of the Company, Purchaser Parent and Merger Sub shall: (a) as promptly as practicable, (i) promptly (and, in the case of the notification and report form pursuant to the HSR Act, unless otherwise agreed by the parties hereto, in no event later than the date that is five (5) Business Days after the date hereof) use reasonable best efforts to make their respective and effect all registrations, filings and thereafter make any other submissions required submissions under to be made or effected by it or otherwise advisable pursuant to the HSR Act, other applicable Antitrust Laws, the Exchange Act and other applicable Law with respect to the Offer and, if applicable, and the Merger, and request early termination of the waiting period under the HSR Act and ; (ii) make any use commercially reasonable efforts to obtain all consents and approvals required filings from Third Parties in connection with the California Public Utilities CommissionTransactions; and (biii) cooperate and consult with one another in, (i) determining which Regulatory Filings are required or permitted use reasonable best efforts to cause to be made taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Transactions; provided, however, that in no event shall the Company be required to pay, prior to the Effective Time withTime, and which Consents are required or permitted to be obtained prior to the Effective Time from Governmental Entities any fee, penalty or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and determining which Consents are consideration to any Person for any consent or approval required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or for the consummation of any of the transactions contemplated herebyTransactions. Notwithstanding the foregoing, each of the Company, Parent and Merger Sub (A) shall promptly use its best efforts to provide all information requested by any Governmental Entity in connection with the Offer, the Merger or any of the other Transactions and (B) shall use its best efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain and secure the expiration or termination of any applicable waiting periods under the HSR Act or other applicable Antitrust Laws and obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the Transactions. Notwithstanding anything to the contrary contained in this Agreement, the best efforts, reasonable best efforts, commercially reasonable efforts or other obligations of Parent and Merger Sub shall not include, and Parent and Merger Sub shall not be obligated to (and, without Parent’s prior written consent, no Acquired Company shall) take, except solely with respect to the Acquired Companies, and solely with respect to (and limited to) the Company’s developmental products and programs (other than the Company Hem A Products) that are or would be competitive with the products and programs of Parent and its Affiliates or in which Parent and its Affiliates own or control any interest, any of the following actions: (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise (A) the sale, divesture, license, hold separate or other disposition of any asset, interest or business of Parent, Merger Sub or any of their Affiliates or (B) the sale, divesture, license, hold separate or other disposition, contemporaneously with or subsequent to the Effective Time, of any asset, interest or business of the Acquired Companies; (ii) permitting the Company and its Subsidiaries to sell, divest, license, hold separate or otherwise dispose any of its or their assets, interests or businesses prior to the Effective Time; (iii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent, Merger Sub or the Company or their respective Subsidiaries; and (civ) use their reasonable best efforts any other behavioral undertakings and commitments whatsoever including but not limited to takecreating or consenting to create any relationships, ventures, contractual rights, obligations, or cause other arrangements of Parent, Merger Sub or the Company or their respective Subsidiaries and, in each case, to be taken, all other action and doenter, or cause offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Entity in connection with any of the foregoing and in the case of actions by or with respect to the Acquired Companies or its or their businesses or assets, by consenting to such action by any Acquired Company in any such case of (i)-(iv) (any of the foregoing actions, a “Burdensome Condition”). For the avoidance of doubt, Parent and its Affiliates shall not be done, all other things necessary, proper or appropriate required to consummate and make effective the transactions contemplated by this Agreement take any actions (including without limitation those any of the actions described in the foregoing clauses (iii) through (iv))) of the definition of Burdensome Condition) with respect to any of the assets, interests or businesses of Parent, Merger Sub or any of their respective Table of Contents Affiliates. Each of Purchaser and Parent shall have the right to direct all matters with any Governmental Entity consistent with its obligations hereunder, and, subject to Parent’s obligations in the foregoing sentence, the Company shall use its reasonable best efforts not settle or compromise or offer to contest settle or compromise any proceeding seeking a preliminary injunction request, inquiry, investigation, action or other legal impediment to, and to resolve any objections as may be asserted Legal Proceeding by or before any Governmental Entity with respect toto the Offer, the Offer Merger or the Merger under other Transactions without the HSR Act. Ifprior written consent of Parent and, at the written request of Parent, the Acquired Companies shall take (or agree to take) any time after of the Effective Time, any further actions described in the definition of Burdensome Condition or otherwise (so long as such action is necessary or desirable to carry out conditioned upon the purpose occurrence of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actionClosing).

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, as promptly as practicable, the Company, Purchaser American General Corporation and Merger Sub shall: (a) as promptly as practicable, (i) promptly make their respective all filings and thereafter make any other required submissions under the HSR Act with respect to and all filings required by the Offer and, if applicable, the Mergerinsurance regulatory authorities in New York, and request early termination of deliver notices and consents to jurisdiction to state insurance departments, each as reasonably may be required to be made in connection with this Agreement and the waiting period under the HSR Act and transactions contemplated hereby, (ii) make any required filings use reasonable best efforts to cooperate with the California Public Utilities Commission; each other in (b) cooperate and consult with one another in, (iA) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time with, and which Consents material consents, approvals, permits, notices or authorizations are required or permitted to be obtained prior to the Effective Time from Governmental Entities from, governmental or other third parties regulatory authorities of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper necessary or appropriate to consummate and make effective the transactions contemplated by this Agreement as soon as practicable. In connection with the foregoing, the Company will provide American General Corporation, and American General Corporation will provide the Company, with copies of correspondence, filings or communications (including without limitation those actions described in or memoranda setting forth the foregoing (iisubstance thereof) through (iv))between such party or any of its representatives, on the one hand, and any governmental agency or authority or members of their respective staffs, on the other hand, with respect to this Agreement and the transactions contemplated hereby. Each of Purchaser American General Corporation and the Company shall use its reasonable best efforts acknowledge that certain actions may be necessary with respect to contest any proceeding seeking a preliminary injunction the foregoing in making notifications and obtaining clearances, consents, approvals, waivers or other legal impediment tosimilar third party actions which are material to the consummation of the transactions contemplated hereby, and each of American General Corporation and the Company agree to resolve any objections take such action as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary to complete such notifications and obtain such clearances, approvals, waivers or desirable third party actions, provided, however, that nothing in this Section 7.4 or elsewhere in this Agreement shall require any party hereto to carry out take any action that would reasonably be expected to have a material adverse effect on the purpose business, financial condition or results of this Agreement, operations of American General Corporation and its Subsidiaries taken as a whole (after giving effect to the proper officers and directors consummation of Purchaser and the Surviving Corporation shall take all such necessary actionMerger).

Filings; Other Action. Subject to the terms and conditions herein --------------------- providedof this Agreement, the Company, Parent and Purchaser and Merger Sub shall: (a) as promptly as practicable, (i) make use their respective filings and thereafter make any other required submissions under the HSR Act with respect reasonable best efforts to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, in (i) determining which Regulatory Filings filings other than under the Exchange Act are required or permitted to be made prior to the Effective Time with, and which Consents consents, approvals, permits or authorizations are required or permitted to be obtained prior to the Effective Time from from, Governmental Entities (including all filings and submissions under the HSR Act) or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing timely making all Regulatory Filings filings under the Exchange Act and all such other filings, submissions filings and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly timely seeking all such Consents; (iv) defending against any lawsuit or proceedingrequired consents, whether judicial or administrativeapprovals, challenging this Agreement or the consummation of any of the transactions contemplated herebypermits, authorizations and waivers; and (cb) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to obtain all required consents, approvals, permits, authorizations and waivers to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser and Agreement; provided, however, that any action taken by the Company or the Board of Directors expressly permitted under Section 6.1 hereof shall use be deemed not to constitute a breach by the Company of this Section 6.5; and provided, further, that Parent agrees to guarantee the obligations of the Company pursuant to the agreements identified in Section 4.5 of the Company Disclosure Schedule if required in order to obtain consent to the transactions contemplated by this Agreement; provided, further, that in no event shall Parent or any of its reasonable best efforts subsidiaries be required to contest agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any proceeding seeking material assets (tangible or intangible) or any material business interests in connection with or as a preliminary injunction condition to receiving the consent or other legal impediment to, and to resolve any objections as may be asserted by approval of any Governmental Entity with respect to(including, the Offer or the Merger without limitation, under the HSR Act). If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser Parent and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the CompanyWHG, Purchaser Patriot, PAHOC and Merger Acquisition Sub shall: (a) as to the extent required, promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) use all reasonable best efforts to cooperate and consult with one another in, in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time with, and which Consents consents, approvals, permits or authorizations are required or permitted to be obtained prior to the Effective Time from Governmental Entities from, governmental or other regulatory authorities of the United States, the several states, the Commonwealth of Puerto Rico and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, the WHG/Patriot Subscription Agreement and the other Ancillary Agreements and consummation of the transactions contemplated hereby, by such agreements and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings and promptly timely seeking all such Consentsconsents, approvals, permits or authorizations; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements in form and substance reasonably satisfactory to each of WHG, PAHOC, Acquisition Sub and Patriot; and (d) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement, the WHG/Patriot Subscription Agreement (including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR ActAncillary Agreements. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, WHG/Patriot Subscription Agreement or the other Ancillary Agreements, the proper officers and directors of Purchaser PAHOC, Acquisition Sub, Patriot and the Surviving Corporation WHG shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, (a) Each of the Company, Purchaser Parent and Merger Acquisition Sub shall: (a) as promptly as practicable, shall (i) promptly make their respective and effect all registrations, filings and thereafter make any other submissions required submissions under to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Offer and, if applicable, and the Merger, and request early termination of the waiting period under the HSR Act Merger and (ii) make any required filings use commercially reasonable efforts to take, or cause to be taken, and to do, or cause to be done, and to assist and cooperate with the California Public Utilities Commission; other parties in doing, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (bw) cooperate the obtaining of all necessary actions or nonactions, waivers, consents, approvals, Orders and consult with one another in, (i) determining which Regulatory Filings are required or permitted to be made prior to the Effective Time with, and which Consents are required or permitted to be obtained prior to the Effective Time authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or other proceeding by any Governmental Entity; (x) the obtaining of all necessary consents, approvals or waivers from third parties (and in connection with the execution seeking such consents, waivers and delivery of this Agreement and the consummation of the transactions contemplated herebyapprovals from third parties, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to each party shall keep the other parties drafts reasonably informed of all developments material to the obtaining of such material reasonably consents, waivers and approvals, and shall, at any other party’s request, include such other party in advance of the anticipated filing any discussions or submission datescommunications with any parties whose consent, waiver or approval is sought hereunder); (iiiy) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) except as otherwise set forth in this Section 5.4(a), the defending against of any lawsuit suits, claims, actions, investigations or proceedingproceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (cz) use their reasonable best efforts to take, the execution or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate delivery of any additional instruments necessary to consummate the transactions contemplated by, and make effective to fully carry out the purposes of, this Agreement. Without limiting the generality of the foregoing, each of the Company, Parent and Acquisition Sub (A) shall promptly provide all information requested by any Governmental Entity in connection with any of the other transactions contemplated by this Agreement Agreement, (including without limitation those actions described in the foregoing (iiB) through (iv)). Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment topromptly take, and cause its Affiliates to resolve take, all actions and steps necessary to obtain any objections as may clearance or approval required to be asserted obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with any of the transactions contemplated by this Agreement and (C) shall use its reasonable best efforts to avoid any administrative or judicial action or Legal Proceeding instituted (or threatened to be instituted) by a Governmental Entity challenging, or seeking to prohibit the consummation of, the transactions contemplated by this Agreement or seeking to impose an Antitrust Restraint; provided, however, that notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or any of its Subsidiaries be obligated to litigate or participate in any such litigation of any administrative or judicial action or Legal Proceeding, brought by any Governmental Entity with respect to, Entity; and (D) to the Offer or the Merger extent such action becomes a condition to granting clearance under the HSR Act. IfAct or any other Significant Required Governmental Approval (as defined in Annex I), at shall agree to and use reasonable best efforts to implement any time after divestiture or similar transaction that would not reasonably be expected to materially and adversely impair the Effective Time, benefits expected to be derived from the transactions contemplated hereby (provided that in the case of the Company any further action such divestiture or similar transaction is necessary or desirable to carry out conditioned on the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actionAcceptance Time having occurred).

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub shall: (a) as promptly as practicable, the Sellers and the Purchaser shall (ia) promptly make their respective all filings and thereafter make any other required submissions under the HSR Act with respect to the Offer andAct, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) use all commercially reasonable best efforts to cooperate and consult with one another in, each other in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time Closing Date with, and which Consents material consents, approvals, permits, or authorizations are required or permitted to be obtained prior to the Effective Time from Closing Date from, Governmental Entities or other third parties Regulatory Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyContemplated Transactions, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings and promptly timely seeking all such Consents; (iv) defending against any lawsuit consents, approvals, permits, or proceedingauthorizations, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their all commercially reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper reasonably necessary or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv))Contemplated Transactions, as soon as reasonably practicable. Each of Purchaser The Sellers and the Company Purchaser shall use its reasonable best efforts be responsible for making their own HSR Act filing(s) and shall cooperate with each other to contest make any proceeding seeking a preliminary injunction or other legal impediment tojoint filings and all filing fees relating to such HSR Act filing(s) shall be paid for by the party responsible for such fees, as the case may be. In connection with the foregoing, the Sellers will promptly provide the Purchaser, and to resolve the Purchaser will promptly provide the Sellers, with copies of all correspondence, filings, or communications (or memoranda setting forth the substance thereof) between such party or any objections as may be asserted by of its representatives, on the one hand, and any Governmental Entity governmental agency or authority or members of their respective staffs, on the other hand, with respect to, the Offer or the Merger to all filings and submissions under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable Act with respect to carry out the purpose of this Agreement, the proper officers and directors of Purchaser Agreement and the Surviving Corporation shall Contemplated Transactions. The parties acknowledge that certain actions may be necessary with respect to the foregoing in making notifications and obtaining clearances, consents, approvals, waivers, or similar third party actions that are material to the consummation of the Contemplated Transactions, and each party agrees to take all commercially reasonable actions as are necessary, to complete such necessary actionnotifications and obtain such clearances, approvals, waivers, or third party actions, except where such consequence, event, or occurrence would have a Purchaser Material Adverse Effect or a Seller Material Adverse Effect, as the case may be.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub shall: (a) as promptly as practicable, the Sellers and the Purchasers shall (ia) promptly make their respective all filings and thereafter make any other required submissions under the HSR Act with respect to the Offer andAct, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) use all commercially reasonable efforts to cooperate and consult with one another in, each other in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time Closing Date with, and which Consents material consents, approvals, permits, or authorizations are required or permitted to be obtained prior to the Effective Time from Governmental Entities Closing Date from, governmental or other third parties regulatory authorities of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings and promptly timely seeking all such Consents; (iv) defending against any lawsuit consents, approvals, permits, or proceedingauthorizations, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their all commercially reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper necessary or appropriate to consummate and make effective the transactions contemplated by this Agreement, as soon as practicable; provided, however, that USA Waste shall not be required to divest any of its significant assets or businesses, or discontinue or refrain from conducting any of its significant operations, in order to obtain any approvals to consummate the transactions contemplated by this Agreement. In connection with the foregoing, the Sellers will provide the Purchasers, and the Purchasers will provide the Sellers, with copies of all correspondence, filings, or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any governmental agency or authority or members of their respective staffs, on the other hand, with respect to this Agreement (including without limitation those and the transactions contemplated hereby. The parties acknowledge that certain actions described in may be necessary with respect to the foregoing (ii) through (iv)). Each in making notifications and obtaining clearances, consents, approvals, waivers, or similar third party actions that are material to the consummation of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment totransactions contemplated hereby, and each party agrees to resolve any objections take all commercially reasonable actions as may be asserted by any Governmental Entity are necessary, subject to the proviso above with respect toto USA Waste not divesting any significant assets or businesses or discontinuing or refraining from conducting any significant operations, to complete such notifications and obtain such clearances, approvals, waivers, or third party actions, except where such consequence, event, or occurrence would have a Purchaser Material Adverse Effect or a Company Material Adverse Effect, as the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actioncase may be.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser Purchaser, and Merger Sub shall: (a) as promptly as practicable, (i) make their - respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, - in (i) determining which Regulatory Filings are required or or, in the case of - Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which Consents consents, approvals, Permits, authorizations or waivers (collectively, "Consents") are required or or, in the case of Other Antitrust Consents, permitted -------- to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement Agreement, the assignment of any Contract and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory - Filings and determining which Consents are as relate to Foreign Antitrust Laws (the "Other Antitrust --------------- Filings" and the "Other Antitrust Consents," respectively; collectively, the ------- ------------------------ "Other Antitrust Filings and Consents"), (y) all Consents required to transfer ------------------------------------- - to the Surviving Corporation Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agentsagents and (z) all Consents set forth in Section 5.6 of the Disclosure Letter; (ii) promptly - -- preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) promptly timely making all such --- Regulatory Filings and promptly timely seeking all such Consents (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents; (iv) defending against any lawsuit or proceeding, whether judicial mandatory or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyvoluntary); and (c) use their reasonable best - efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions Agreement. It is understood that it is principally the Company's obligation to use its reasonable best efforts to obtain the Consents described in above as soon as practicable following the foregoing (ii) through (iv))date hereof. Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR ActAct or Foreign Antitrust Laws; provided -------- that the foregoing shall not require Purchaser to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser - or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is - either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, or (II) is reasonably likely -- to have a Material Adverse Effect, (y) restrict any future business activity by - Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or - material to the business of the Company and its Subsidiaries, or (II) is -- reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the - Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or -- material to the business of the Company and its Subsidiaries, or (II) is -- reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser Company and Merger Sub Parent shall: (aI) as promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (bII) cooperate and consult with one another in, in (iA) determining which Regulatory Filings are required or or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which Consents consents, approvals, Permits, authorizations or waivers (collectively, "CONSENTS") are required or or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time Closing Date from Governmental Entities or other third parties Persons in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (I) all such Regulatory Filings and determining which Consents are as relate to Foreign Antitrust Laws (the "OTHER ANTITRUST FILINGS" and the "OTHER ANTITRUST CONSENTS," respectively; collectively, the "OTHER ANTITRUST FILINGS AND CONSENTS") and (II) all Consents required to transfer to the Surviving Corporation Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (iiB) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iiiC) promptly timely making all such Regulatory Filings and promptly timely seeking all such Consents (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents; (iv) defending against any lawsuit or proceeding, whether judicial mandatory or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyvoluntary); and (cIII) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv))Agreement. Each of Purchaser Parent and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or to the Merger under the HSR ActAct or Foreign Antitrust Laws; PROVIDED that the foregoing shall not require Parent to take any action that could directly or indirectly (A) impose limitations on the ability of Parent (or any of its affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Parent or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to the business of Parent and its Subsidiaries or material to the business of the Company and its Subsidiaries, or (II) is reasonably likely to have a Material Adverse Effect, (B) restrict any future business activity by Parent, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Parent and its Subsidiaries or material to the business of the Company and its Subsidiaries, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Parent, the Company or any of their affiliates or Subsidiaries, or (C) otherwise adversely affect Parent, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Parent and its Subsidiaries or material to the business of the Company and its Subsidiaries, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective TimeClosing Date, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser Parent and the Surviving Corporation Company shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, as promptly as practicable after the Companyexpiration of the Due Diligence Period, the Sellers and the Purchaser and Merger Sub shall: shall (a) as promptly as practicable, (i) make their respective all filings and thereafter make any other required submissions under the HSR Act Act, with respect to the Offer andSellers, if applicable, the Mergeras a group, and request early termination the Purchaser each paying half of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; requisite filing fee, (b) use all commercially reasonable efforts to cooperate and consult with one another in, each other in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time Closing Date with, and which Consents material consents, approvals, permits, or authorizations are required or permitted to be obtained prior to the Effective Time from Governmental Entities Closing Date from, governmental or other third parties regulatory authorities of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filingsafter Closing unless requested by Purchaser, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings filings and promptly timely seeking all such Consents; (iv) defending against any lawsuit consents, approvals, permits, or proceedingauthorizations, whether judicial or administrativeincluding without limitation all applicable state regulatory approvals, challenging this Agreement or if any, required to be obtained for the consummation of any transfer from Sellers to Purchaser of the transactions contemplated hereby; Assets, and (c) use their all commercially reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper necessary or appropriate to consummate and make effective the transactions contemplated by this Agreement, as soon as practicable. In connection with the foregoing, the Sellers will provide the Purchaser, and the Purchaser will provide the Sellers, with copies of all correspondence, filings, or communications or memoranda setting forth the substance thereof between such party or any of its representatives, on the one hand, and any governmental agency or authority or member of their respective staffs, on the other hand, with respect to this Agreement (including without limitation those and the transactions contemplated hereby. The parties acknowledge that certain actions described in may be necessary with respect to the foregoing (ii) through (iv)). Each in making notifications and obtaining clearances, consents, approvals, waivers, or similar third party actions that are material to the consummation of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment totransactions contemplated hereby, and each party agrees to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all commercially reasonable actions as are necessary to complete such necessary actionnotifications and obtain such clearances, approvals, waivers, or third party actions except where such consequence, event, or occurrence would not have a Purchaser Material Adverse Effect or a Company Material Adverse Effect, as the case may be.

Filings; Other Action. Subject to the terms and conditions herein --------------------- providedof this Agreement, the Company, Parent and Purchaser and Merger Sub shall: (a) as promptly as practicable, (i) make use their respective filings and thereafter make any other required submissions under the HSR Act with respect reasonable best efforts to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, in (i) determining which Regulatory Filings filings other than under the Exchange Act are required or permitted to be made prior to the Effective Time with, and which Consents consents, approvals, permits or authorizations are required or permitted to be obtained prior to the Effective Time from from, Governmental Entities (including all filings and submissions under the HSR Act) or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all filings under the Exchange Act and Table of Contents all such Regulatory Filings other filings and promptly timely seeking all such Consents; (iv) defending against any lawsuit or proceedingrequired consents, whether judicial or administrativeapprovals, challenging this Agreement or the consummation of any of the transactions contemplated herebypermits, authorizations and waivers; and (cb) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to obtain all required consents, approvals, permits, authorizations and waivers to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser and Agreement; provided, however, that any action taken by the Company or the Board of Directors expressly permitted under Section 6.1 hereof shall use be deemed not to constitute a breach by the Company of this Section 6.5; and provided, further, that Parent agrees to guarantee the obligations of the Company pursuant to the agreements identified in Section 4.5 of the Company Disclosure Schedule if required in order to obtain consent to the transactions contemplated by this Agreement; provided, further, that in no event shall Parent or any of its reasonable best efforts subsidiaries be required to contest agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any proceeding seeking material assets (tangible or intangible) or any material business interests in connection with or as a preliminary injunction condition to receiving the consent or other legal impediment to, and to resolve any objections as may be asserted by approval of any Governmental Entity with respect to(including, the Offer or the Merger without limitation, under the HSR Act). If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser Parent and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. (a) Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub shall: (a) as promptly as practicable, the Company, Parent and Merger Sub shall (i) make their respective all filings and thereafter make any other submissions required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and with NASD, NYSE and AMEX, (ii) make any required filings use reasonable best efforts to cooperate with the California Public Utilities Commission; each other in (b) cooperate and consult with one another in, (iA) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time with, and which Consents material consents, approvals, permits, notices or authorizations are required or permitted to be obtained prior to the Effective Time from from, Governmental Entities of the United States, the several states or other third parties the District of Columbia, foreign jurisdictions including the NASD, NYSE and AMEX in connection with the execution and delivery of this Agreement and the related agreements and consummation of the transactions contemplated herebyhereby and thereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper necessary or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv))hereby as soon as practicable. Each of Purchaser and In addition, the Company shall use its reasonable best efforts agrees to contest any proceeding seeking a preliminary injunction or provide notices and to take such other legal impediment toactions, in each case, subject to the satisfaction of all other conditions to the Closing, necessary to terminate the commitments under, and to resolve permit Parent or Merger Sub to prepay (with proceeds of the Financing) all obligations under, the Company Credit Agreement on the Closing Date, and Parent and Merger Sub agree to pay all obligations under the Company Credit Agreement on the Closing Date (with proceeds of the Financing). In connection with the foregoing, the Company, on the one hand, will provide Parent, and Parent, on the other hand, will provide the Company, with copies of material correspondence, filings or communications (or oral summaries or memoranda setting forth the substance thereof) between such party or any objections as may be asserted by of its Representatives, on the one hand, and any Governmental Entity or members of their respective staffs, on the other hand, with respect toto this Agreement and the transactions contemplated hereby. Without limiting any of the Company’s obligations contained in this Section 8.5, the Offer or the Parent and Merger under the HSR Act. IfSub shall coordinate, at any time after the Effective Timeand assume primary responsibility for managing, any further action is necessary required continuance of membership or desirable to carry out other application, notice filing or other required submission with the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actionNASD or any other self-regulatory agency.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser Company and Merger Sub Parent shall: (a) as promptly as practicable, (i) promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and ; (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, in (iA) determining which Regulatory Filings are required or or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which Consents consents, approvals, Permits, authorizations or waivers (collectively, "Consents") are required or or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time Closing Date from Governmental Entities or other third parties Persons in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (I) all such Regulatory Filings and determining which Consents are as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") and (II) all Consents required to transfer to the Surviving Corporation Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (iiB) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iiiC) promptly timely making all such Regulatory Filings and promptly timely seeking all such Consents (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents; (iv) defending against any lawsuit or proceeding, whether judicial mandatory or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyvoluntary); and (ciii) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv))Agreement. Each of Purchaser Parent and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or to the Merger under the HSR ActAct or Foreign Antitrust Laws; provided that the foregoing shall not require Parent to take any action that could directly or indirectly (A) impose limitations on the ability of Parent (or any of its affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Parent or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to the business of Parent and its Subsidiaries or material to the business of the Company and its Subsidiaries, or (II) is reasonably likely to have a Material Adverse Effect, (B) restrict any future business activity by Parent, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Parent and its Subsidiaries or material to the business of the Company and its Subsidiaries, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Parent, the Company or any of their affiliates or Subsidiaries, or (C) otherwise adversely affect Parent, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Parent and its Subsidiaries or material to the business of the Company and its Subsidiaries, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective TimeClosing Date, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser Parent and the Surviving Corporation Company shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Company and the Purchaser and Merger Sub shall: (a) as promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to and the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities CommissionCommunications Act; (b) use all reasonable efforts to cooperate and consult with one another in, in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time with, and which Consents consents, approvals, permits or authorizations are required or permitted to be obtained prior to the Effective Time from Governmental Entities from, governmental or other third parties regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings and promptly timely seeking all such Consents; (iv) defending against any lawsuit consents, approvals, permits or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyauthorizations; and (c) use their all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including Agreement. The parties hereto recognize and acknowledge that under applicable rules and regulations of the FCC, certain assets currently held by, or attributable to, the Purchaser, the Company or their officers or directors cannot be held by, or be attributable to, Holding Company or its officers and directors after the Effective Time, unless appropriate waivers of such rules and regulations are obtained. In no event shall the obtaining of permanent waivers with respect to assets of the Purchaser or its officers or directors be a condition to consummation of the Mergers. In no event shall a permanent waiver be sought without limitation those actions described also seeking in the foregoing (ii) through (iv))alternative to obtain a temporary waiver to allow the consummation of the Mergers including the divestiture of assets or other action required in order to obtain such waiver. Each If necessary in order to obtain the FCC's approval of the transactions contemplated hereby the Purchaser and the Company shall use its reasonable best efforts will divest any or all of such assets and take such other actions prior to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, consummation of the Offer or the Merger under the HSR Acttransactions contemplated hereby. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of the Purchaser and the Surviving Corporation Company shall take all such necessary action. 7.5.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub shall: (a) as promptly as practicableThe Company, (i) make the Contributor and PCX Equities covenant and agree to cooperate with each other and use their respective filings and thereafter make any other required submissions under the HSR Act with respect best efforts to submit to the Offer and, if applicable, the Merger, and request early termination Commission revised market rules of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, (i) determining which Regulatory Filings are required or permitted to be made prior PCX Equities relating to the Effective Time with, and which Consents are required or permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement Archipelago Exchange Business and the consummation of the transactions contemplated hereby, and determining which Consents are required to transfer to the Surviving Corporation any Permits Company or registrations held on behalf a subsidiary of the Company or any of its Subsidiaries serving as a facility thereof in a form consistent with the Market Structure and otherwise in a form mutually agreed by or in the name of distributors, brokers or sales agents; parties hereto (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance “Revised Market Rules”). Each of the anticipated filing or submission dates; (iii) Contributor, PCX Equities and the Company shall promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate advisable and otherwise use its best efforts to obtain the Commission’s approval of the Revised Market Rules, to cause such Revised Market Rules to take effect (the Revised Market Rules, in the form approved by the Commission together with any amendments made following their initial submission to the Commission, are referred to herein as the “Final Market Rules”), to complete the Pending Undertakings and Responses by the applicable completion dates listed in Section 3.13 of the Contributor Disclosure Letter, and to make and obtain any other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications, exemptions of, with or from, or other actions required to be made by the Contributor, PCX Equities, the Company or any of their respective subsidiaries, or obtained by the Contributor, PCX Equities, the Company or any of their respective subsidiaries from, any Governmental Authority or any third party in order to lawfully consummate and make effective the transactions contemplated by this Agreement and the Transaction-Related Agreements and to permit the Company or one of its subsidiaries to operate the Archipelago Exchange (including the “Other Necessary Approvals and Consents”); provided, however, that the Contributor shall not submit to the Commission the Revised Market Rules or make any changes thereafter to the form of such Revised Market Rules submitted to the Commission for approval without limitation those the mutual agreement of the Company, the Contributor and PCX Equities, except for any such Revised Market Rules or changes (i) required, directed or requested by the Commission or (ii) to the extent that they relate to the Contributor’s ability to monitor, surveil, investigate or regulate the marketplace consistent with its obligations under the Exchange Act or to bring disciplinary or enforcement actions against any ETP Holders, Equity ASAP Holders, members or specialists, including, without limitation, with respect to any violations by such ETP Holders, Equity ASAP Holders, members or specialists of the Exchange Act or any other applicable law or regulation or to conduct periodic examinations of each broker-dealer for which the Contributor is the Designated Examining Authority, monitor each such broker-dealer’s adherence to all applicable rules and regulations of the Commission and the Contributor and act as the Contributor collection agent for the Securities Investor Protection Corporation (“SIPC”) and monitor each such broker-dealer’s compliance with SIPC requirements (the “PCX Regulatory Functions”). The Contributor shall promptly submit for the approval of its Board of Governors in accordance with its customary practices, or sooner if necessary, any proposed changes to the form of Revised Market Rules submitted to the Commission for approval proffered by the Company, which such Board of Governors shall consider in good faith with due regard to Section 4.15 of the Facility Services Agreement and in respect of which the Board shall not unreasonably withhold its approval. Following receipt of such approval, the Contributor and PCX Equities shall submit such changes to the Commission for approval as promptly as practicable. The Contributor and the Company each shall, upon request by the other, furnish the other with all true and accurate information concerning itself, its subsidiaries, governors, managers, directors, officers, members and stockholders and such other matters as may be required in connection with any statement, filing, notice or application made by or on behalf of the Contributor, PCX Equities, the Company or any of their respective subsidiaries in connection with obtaining the approval of the Revised Market Rules by the Commission described in the foregoing second sentence of this Section 5.1(a) and all Other Necessary Approvals and Consents, provided that neither the Contributor nor the Company shall be required to furnish any information to the other in violation of any applicable Law. The Company shall have the right to review in advance, and the Contributor will consult the Company on, all the information relating to the Company and any of its subsidiaries or affiliates that appear in any filing made with, or written materials submitted to, the Commission or any other Governmental Authority in connection therewith. The Company shall have the right to review and comment upon in advance any material written statement, filing, notice, application or other submission made by or on behalf of the Contributor, PCX Equities or any of their respective subsidiaries in connection with obtaining the approval of the Revised Market Rules by the Commission or obtaining the Other Necessary Approvals and Consents. No such material written statement, filing, notice, application or submission shall be made without the mutual agreement of the Company, the Contributor and PCX Equities, except (i) to the extent of any amendment, modification, repeal or addition to the Revised Market Rules or any other rule applicable to the Archipelago Exchange that the Commission has required, directed or requested the Contributor specifically to make or (ii) through (iv))for those made in connection with obtaining the approval of any Revised Market Rules to the extent that it relates to any of the PCX Regulatory Functions. Each In exercising the foregoing right, each of Purchaser the Contributor, PCX Equities and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment toact reasonably, in good faith and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actionpromptly as practicable.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub shall: (a) as promptly as practicable, the Company, Acquisition and GSCP shall: (i) promptly make their respective all filings and thereafter make any other required submissions under the HSR Act with respect to and all filings required by the Offer and, if applicableregulatory authorities of any of the several states, the MergerDistrict of Columbia and the Commonwealth of Puerto Rico, and request early termination of deliver notices and consents to jurisdiction to Governmental Entities, each as reasonably may be required to be made in connection with this Agreement, the waiting period under Merger and the HSR Act and other transactions contemplated hereby, (ii) make any required filings use all reasonable efforts to cooperate with the California Public Utilities Commission; each other in (b) cooperate and consult with one another in, (iA) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time with, and which Consents material consents, approvals, permits, notices or authorizations are required or permitted to be obtained prior to the Effective Time from from, Governmental Entities of the United States, the several states or other third parties the District of Columbia, the Commonwealth of Puerto Rico and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated herebyhereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making use all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper necessary or appropriate to consummate the Merger and make effective the other transactions contemplated by this Agreement (including without limitation those actions described in hereby as soon as practicable. In connection with the foregoing (ii) through (iv)). Each of Purchaser and foregoing, the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment will, and will cause each Company Subsidiary to, provide GSCP and to resolve Acquisition, and GSCP and Acquisition will provide the Company, with copies of correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any objections as may be asserted by of its representatives, on the one hand, and any Governmental Entity or members of their respective staffs, on the other hand, with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser Merger and the other transactions contemplated hereby and thereby. Each of GSCP, Acquisition and the Company acknowledge that certain actions may be necessary with respect to the foregoing in making notifications and obtaining clearances, consents, approvals, waivers or similar third party actions which are material to the consummation of the Merger and the other transactions contemplated hereby, and each of GSCP, Acquisition and the Company agree to take such action as is necessary to complete such notifications and obtain such clearances, approvals, waivers or third party actions, provided, however, that nothing in this Section 7.3 or elsewhere in this Agreement shall require any party hereto to incur expenses in connection with the Merger and the other transactions contemplated hereby which are not reasonable under the circumstances in relation to the size of the Merger and the other transactions contemplated hereby or require GSCP, Acquisition, the Surviving Corporation shall take all Corporation, the Company or any Company Subsidiary to hold separate, or make any divestiture of, any asset or otherwise agree to any material restriction on their operations in order to obtain any waiver, consent or approval required by this Agreement if, in the case of the Company or any Company Subsidiary, such necessary actiondivestiture or restriction would reasonably be likely to have a Company Material Adverse Effect.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, (a) Each of the Company, Purchaser Parent and Merger Acquisition Sub shall: (a) as promptly as practicable, (i) promptly make their respective and effect all registrations, filings and thereafter make any other submissions required submissions under to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act ; and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, (i) determining which Regulatory Filings are required or permitted to be made prior to the Effective Time with, and which Consents are required or permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, 29 each of Parent, Acquisition Sub and the Company shall use reasonable best efforts to: (A) promptly take, or cause to be taken, all other action actions, and do, or cause to be done, all other things necessary, proper or appropriate necessary to cause the conditions set forth in Section 5 to be satisfied as promptly as practicable and to consummate and make effective effective, in the most expeditious manner practicable, the Merger, including preparing and filing promptly and fully all documentation needed to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents; (B) promptly provide any information requested by any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement; (C) in the event any Legal Requirement is adopted or issued by a Governmental Entity or court prohibiting the consummation of the Merger or any administrative or judicial action or Legal Proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging any of the transactions contemplated by this Agreement (Agreement, to repeal such Legal Requirement and contest and resist any Order or Legal Proceeding, including without limitation those actions described defending through litigation on the merits any claim asserted in the foregoing (ii) through (iv)). Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted court by any Governmental Entity with respect toPerson; and (D) have vacated, lifted, reversed or overturned any Legal Requirement, whether temporary, preliminary or permanent, that prohibits, prevents or restricts consummation of any of the Offer or transactions contemplated by this Agreement. In furtherance and not in limitation of the Merger under provisions of this Section 4.4(a), each of the HSR Act. Ifparties, at as applicable, agrees to cause to be prepared and filed as promptly as practicable, but in any time event within ten days after the Effective Time, any further action is necessary or desirable to carry out the purpose date of this Agreement, a Notification and Report Form pursuant to the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actionHSR Act.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, (a) Each of the Company, Purchaser Parent and Merger Acquisition Sub shall: (a) as promptly as practicable, (i) promptly (and in no event later than the date that is 10 business days after the date of this Agreement) make their respective and effect all registrations, filings and thereafter make any submissions (other than the Offer Documents and the Schedule 14D-9) required submissions under to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Offer and, if applicable, and the Merger, ; (ii) use reasonable best efforts to obtain all consents and request approvals required from third parties in connection with the transactions contemplated by this Agreement (including requesting early termination of the waiting period under the HSR Act Act); and (iiiii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, (i) determining which Regulatory Filings are required or permitted use reasonable best efforts to cause to be made taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement; provided, however, that in no event shall the Company be required to pay, prior to the Effective Time withTime, and which Consents are required or permitted any fee (except for customary fees to be obtained prior to the Effective Time from Governmental Entities Entities), penalty or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and determining which Consents are consideration to any Person for any consent or approval required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or for the consummation of any of the transactions contemplated hereby; by this Agreement. Without limiting the generality of the foregoing, each of the Company, Parent and Acquisition Sub (cA) use their reasonable best efforts to takeshall promptly provide all information requested by any Governmental Entity in connection with the Offer, the Merger or cause to be taken, all any of the other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement Agreement, and (including without limitation those actions described in the foregoing (iiB) through (iv)). Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment topromptly take, and cause its Affiliates to resolve take, all actions and steps necessary to obtain any objections as may clearance or approval required to be asserted by obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of transactions contemplated by this Agreement. If any Legal Proceeding is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any applicable Antitrust Law, the proper officers Parent and directors of Purchaser Acquisition Sub shall: (i) vigorously contest, resist and the Surviving Corporation shall take all defend against any such necessary actionLegal Proceeding; and (ii) use its reasonable best efforts to have vacated, lifted, reversed or overturned any Order resulting from any such Legal Proceeding.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub shall: (a) as promptly as practicable, Sellers and Purchaser shall (ia) promptly make their respective all filings and thereafter make any other required submissions under the HSR Act with respect to the Offer andAct, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) use all commercially reasonable efforts to cooperate and consult with one another in, each other in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time Closing Date with, and which Consents material consents, approvals, permits, or authorizations are required or permitted to be obtained prior to the Effective Time from Governmental Entities Closing Date from, governmental or other third parties regulatory authorities of the United States and the several states or the District of Columbia, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings and promptly timely seeking all such Consents; (iv) defending against any lawsuit consents, approvals, permits, or proceedingauthorizations, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their using all commercially reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper reasonably necessary or appropriate to consummate and make effective the transactions contemplated by this Agreement, as soon as practicable. In connection with the foregoing, the Company will promptly provide the Purchaser, and Purchaser will promptly provide the Company, with copies of all correspondence, filings, or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any governmental agency or authority or members of their respective staffs, on the other hand, with respect to this Agreement (including without limitation those and the transactions contemplated hereby. The parties acknowledge that certain actions described in may be necessary with respect to the foregoing (ii) through (iv)). Each in making notifications and obtaining clearances consents, approvals, waivers, or similar third party actions that are material to the consummation of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment totransactions contemplated hereby, and each party agrees to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all commercially reasonable actions as are necessary, to complete such necessary action.notifications and obtain such clearances, approvals, waivers, or third party actions, except where such consequence, event, or occurrence would have a Purchaser Material Adverse Effect or a Seller Material Adverse Effect, as the case may be. Section 5.7

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub shall: (a) as promptly as practicableThe Company, (i) make PCX and PCX Equities covenant and agree to cooperate with each other and use their respective filings and thereafter make any other required submissions under the HSR Act with respect best efforts to submit to the Offer and, if applicable, the Merger, and request early termination Commission revised market rules of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, (i) determining which Regulatory Filings are required or permitted to be made prior PCX Equities relating to the Effective Time with, and which Consents are required or permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement Archipelago Exchange Business and the consummation of the transactions contemplated hereby, and determining which Consents are required to transfer to the Surviving Corporation any Permits Company or registrations held on behalf a subsidiary of the Company or any of its Subsidiaries by or serving as a facility thereof in a form consistent with the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing market structure described in Annex A to the other Original Facility Services Agreement (the “Market Structure”) and otherwise in a form mutually agreed by the parties drafts hereto (the “Revised Market Rules”). Each of such material reasonably in advance of PCX, PCX Equities and the anticipated filing or submission dates; (iii) Company shall promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate advisable and otherwise use its best efforts to obtain the Commission’s approval of the Revised Market Rules, to cause such Revised Market Rules to take effect (the Revised Market Rules, in the form approved by the Commission together with any amendments made following their initial submission to the Commission, are referred to herein as the “Final Market Rules”) and to make and obtain any other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications, exemptions of, with or from, or other actions required to be made by PCX, PCX Equities, the Company or any of their respective subsidiaries, or obtained by PCX, PCX Equities, the Company or any of their respective subsidiaries from, any Governmental Authority or any third party in order to lawfully consummate and make effective the transactions contemplated by this Agreement, the Original Facility Services Agreement, the Original LLC Agreement and the Transaction-Related Agreements and to permit the Company or one of its subsidiaries to operate the Archipelago Exchange (including without limitation those actions the “Other Necessary Approvals and Consents”). PCX may submit to the Commission for its approval proposed changes to the Revised Market Rules submitted to the Commission for approval. PCX must promptly submit for the approval of its Board of Governors in accordance with its customary practices, or sooner if necessary, any proposed changes proffered by the Company to the Revised Market Rules submitted to the Commission for approval, which such Board of Governors shall consider in good faith. Following receipt of such approval, PCX and PCX Equities shall submit such changes to the Commission for approval as promptly as practicable. PCX and the Company each shall, upon request by the other, furnish the other with all true and accurate information concerning itself, its subsidiaries, governors, managers, directors, officers, members and stockholders and such other matters as may be required in connection with any statement, filing, notice or application made by or on behalf of PCX, PCX Equities, the Company or any of their respective subsidiaries in connection with obtaining the approval of the Revised Market Rules by the Commission described in the foregoing second sentence of this Section 4.1(a) and all Other Necessary Approvals and Consents, provided that neither PCX nor the Company shall be required to furnish any information to the other in violation of any applicable federal, state, local or foreign laws, statutes, ordinances, rules, regulations, judgments, orders, injunctions, decrees, arbitration awards, agency requirements, writs, franchises, variances, exemptions, approvals, licenses or permits of any Governmental Authority or Self-Regulatory Organization (ii) through (iv)each, a “Law” and collectively, “Laws”). Each The Company shall have the right to review in advance, and PCX will consult the Company on, all the information relating to the Company and any of Purchaser its subsidiaries or affiliates that appear in any filing made with, or written materials submitted to, the Commission or any other Governmental Authority in connection therewith. The Company shall have the right to review and comment upon in advance any material written statement, filing, notice, application or other submission made by or on behalf of PCX, PCX Equities or any of their respective subsidiaries in connection with obtaining the approval of the Revised Market Rules by the Commission or obtaining the Other Necessary Approvals and Consents. In exercising the foregoing rights, each of PCX, PCX Equities and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment toact reasonably, in good faith and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actionpromptly as practicable.

Filings; Other Action. (a) Subject to the terms and conditions herein --------------------- provided, each of the Company, Purchaser Company and Merger Sub shall: (a) as REDI shall cooperate with each other and use its reasonable best efforts to promptly as practicable, (i) make their respective filings and thereafter make any other submissions required submissions under to be made in order to obtain the HSR Act with respect to the Offer andRegulatory Approvals, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, (i) determining which Regulatory Filings are required or permitted to be made prior to the Effective Time with, and which Consents are required or permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate advisable under this Agreement, the other Transaction-Related Agreements and any applicable federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, writ, franchise, variance, exemption, approval, license or permit of any Governmental Authority or Self-Regulatory Organization (each, a “Law” and collectively “Laws”) to consummate and make effective the transactions contemplated by this Agreement (including hereby and thereby as promptly as practicable, including, without limitation those actions described limitation, cooperating in the preparation and filing of all documentation to effect all necessary applications, notices, reports, petitions, filings and other documents and any amendments or supplements to any of the foregoing (ii) through (iv))as promptly as practicable. Each of Purchaser and the Company and REDI shall consult with the other, and use its reasonable best efforts to contest obtain as promptly as practicable, all licenses, permits, registrations, exemptions, consents, approvals, authorizations, qualifications and orders of, with or from any proceeding seeking Governmental Authority, Self-Regulatory Organization or third party as are necessary or advisable for the consummation of the transactions contemplated by this Agreement and the other Transaction-Related Agreements, and neither the Company nor REDI shall take any action or permit any of their respective subsidiaries to take any action, that shall have the effect of unreasonably delaying, impairing or impeding the receipt of any of the foregoing. Each of the Company and REDI shall, upon request by the other, furnish the other with all true and accurate information concerning itself, its subsidiaries, managers, directors, officers and, to the extent available to or known by it, its members, and such other matters as are necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, any of its subsidiaries or REDI to any Governmental Authority, Self-Regulatory Organization or third party in connection with the transactions contemplated by this Agreement or any other Transaction-Related Agreement, provided that neither the Company nor REDI shall be required to furnish any information to the other in violation of any applicable Law or in breach of the provisions of any Contract to which it is a preliminary injunction or other legal impediment toparty as of the date hereof. Subject to any applicable Laws relating to the exchange of information, the Company and REDI shall have the right to review in advance, and to resolve the extent practicable each of the Company and REDI shall consult the other on, (x) all the information relating to the Company or REDI, as the case may be, and any objections as may be asserted of their respective affiliates, that appear in any filing made by the Company or REDI with, or written materials submitted to, any Governmental Entity Authority, Self-Regulatory Organization or third party in connection with respect to, the Offer transactions contemplated by this Agreement or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this other Transaction-Related Agreement, and (y) any other material written information submitted to any Governmental Authority, Self-Regulatory Organization or third party in connection with the proper officers transactions contemplated by this Agreement or any other Transaction-Related Agreement. In exercising the foregoing rights, each of the Company and directors of Purchaser REDI shall act reasonably, in good faith and the Surviving Corporation shall take all such necessary actionas promptly as practicable.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub shall: (a) as promptly as practicable, the Company, Merger Sub and Buyer shall: (i) promptly make their respective all filings and thereafter make any other required submissions under the HSR Act with respect to and all filings required by the Offer and, if applicableregulatory authorities of any of the several states, the MergerDistrict of Columbia and the Commonwealth of Puerto Rico, and request early termination of deliver notices and consents to jurisdiction to Governmental Entities, each as reasonably may be required to be made in connection with this Agreement, the waiting period under Merger and the HSR Act and other transactions contemplated hereby, (ii) make any required filings use all reasonable efforts to cooperate with the California Public Utilities Commission; each other in (b) cooperate and consult with one another in, (iA) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time with, and which Consents material consents, approvals, permits, notices or authorizations are required or permitted to be obtained prior to the Effective Time from from, Governmental Entities of the United States, the several states or other third parties the District of Columbia, the Commonwealth of Puerto Rico and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated herebyhereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making use all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper advisable or appropriate to consummate and make effective the Merger and the other transactions contemplated by this Agreement (including without limitation those actions described in hereby as soon as practicable. Buyer shall pay the foregoing (ii) through (iv)). Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger fee required for filings under the HSR Act. If, In case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purpose purposes of this Agreement, the proper officers and and/or directors of Purchaser Buyer, Merger Sub, the Company and the Surviving Corporation shall take all such necessary action. In connection with the foregoing, the Company will, and will cause each Company Subsidiary to, provide Buyer and Merger Sub, and Buyer and Merger Sub will provide the Company, with copies of correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Entity or members of their respective staffs, on the other hand, with respect to this Agreement, the Merger and the other transactions contemplated hereby and thereby. At all times prior to the Closing, (i) the Company shall promptly notify Buyer in writing of any fact, condition, event or occurrence that could reasonably be expected to result in the failure of any of the conditions contained in Sections 8.1 and 8.3 to be satisfied, promptly upon becoming aware of the same and (ii) Buyer shall promptly notify the Company in writing of any fact, condition, event or occurrence that could reasonably be expected to result in the failure of any of the conditions contained in Sections 8.1 and 8.2 to be satisfied, promptly upon becoming aware of the same. Each of Buyer, Merger Sub and the Company acknowledge that certain actions may be necessary with respect to the foregoing in making notifications and obtaining clearances, consents, approvals, waivers or similar third party actions which are material to the consummation of the Merger and the other transactions contemplated hereby, and each of Buyer, Merger Sub and the Company agree to take such action as is necessary to complete such notifications and obtain such clearances, approvals, waivers or third party actions, provided, however, that nothing in this Section 7.3 or elsewhere in this Agreement shall require any party hereto to incur expenses in connection with the Merger and the other transactions contemplated hereby which are not reasonable under the circumstances in relation to the 41 size of the Merger and the other transactions contemplated hereby or require Buyer, Merger Sub, the Surviving Corporation, the Company or any Company Subsidiary to hold separate, or make any divestiture of, any asset or otherwise agree to any material restriction on their operations in order to obtain any waiver, consent or approval required by this Agreement.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Company and Purchaser and Merger Sub shall: (a) as promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect use all reasonable best efforts to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time with, and which Consents consents, approvals, permits or authorizations are required or permitted to be obtained prior to the Effective Time from from, Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; thereby and (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings and promptly timely seeking all such Consents; (iv) defending against any lawsuit or proceedingconsents, whether judicial or administrativeapprovals, challenging this Agreement or the consummation of any of the transactions contemplated herebypermits, authorizations and waivers; and (cb) use their all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in Agreement. Without limiting the foregoing (ii) through (iv)). Each of foregoing, Purchaser and the Company shall (and shall cause their respective subsidiaries, and use its all reasonable best efforts to contest cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide assistance to each other in (i) seeking early termination of any proceeding seeking a preliminary injunction waiting period under the HSR Act and (ii) in general, consummating and making effective the transactions contemplated by this Agreement. Prior to making any application to or other legal impediment to, and to resolve any objections as may be asserted by filing with any Governmental Entity in connection with respect tothis Agreement, each party shall provide the Offer or other party with drafts thereof and afford the Merger under the HSR Actother party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub shall: (a) as promptly as practicable, Sellers and Purchaser shall (ia) promptly make their respective all filings and thereafter make any other required submissions under the HSR Act with respect to the Offer andAct, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) use all commercially reasonable efforts to cooperate and consult with one another in, each other in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time Closing Date with, and which Consents material consents, approvals, permits, or authorizations are required or permitted to be obtained prior to the Effective Time from Governmental Entities Closing Date from, governmental or other third parties regulatory authorities of the United States and the several states or the District of Columbia, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings and promptly timely seeking all such Consents; (iv) defending against any lawsuit consents, approvals, permits, or proceedingauthorizations, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their using all commercially reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper reasonably necessary or appropriate to consummate and make effective the transactions contemplated by this Agreement, as soon as practicable. In connection with the foregoing, the Company will promptly provide the Purchaser, and Purchaser will promptly provide the Company, with copies of all correspondence, filings, or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any governmental agency or authority or members of their respective staffs, on the other hand, with respect to this Agreement (including without limitation those and the transactions contemplated hereby. The parties acknowledge that certain actions described in may be necessary with respect to the foregoing (ii) through (iv)). Each in making notifications and obtaining clearances consents, approvals, waivers, or similar third party actions that are material to the consummation of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment totransactions contemplated hereby, and each party agrees to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all commercially reasonable actions as are necessary, to complete such necessary actionnotifications and obtain such clearances, approvals, waivers, or third party actions, except where such consequence, event, or occurrence would have a Purchaser Material Adverse Effect or a Seller Material Adverse Effect, as the case may be.

Filings; Other Action. (a) Subject to the terms and conditions herein --------------------- providedof this Agreement, each of the Company, Purchaser parties hereto shall cooperate with the other and Merger Sub shalluse (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to: (a) as promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, (i) determining which Regulatory Filings are required or permitted to be made prior to the Effective Time with, and which Consents are required or permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action actions, and do, or cause to be done, all other things necessarythings, proper or appropriate necessary to cause the conditions to Closing to be satisfied as promptly as reasonably practicable (and in any event no later than the End Date) and to consummate and make effective effective, as promptly as practicable, the transactions contemplated by this Agreement Agreement, including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including without limitation those actions described any required or recommended filings under applicable Antitrust Laws) that are or may become necessary in connection with the foregoing consummation of the transactions contemplated by this Agreement; (ii) through obtain as promptly as reasonably practicable (iv)). Each and in any event no later than the End Date) all approvals, consents, clearances, expirations or terminations of Purchaser waiting periods, registrations, permits, authorizations and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by confirmations from any Governmental Entity with respect toor third party that are or may become necessary to consummate the transactions contemplated by this Agreement; (iii) obtain all necessary consents, the Offer approvals or the Merger under the HSR Actwaivers from third parties. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose For purposes of this Agreement, “Antitrust Laws” shall mean the proper officers Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and directors all other applicable Legal Requirements issued by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of Purchaser and the Surviving Corporation shall take all such necessary actionmonopolization or restraint of trade or lessening of competition through merger or acquisition.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser RMSI and Merger Sub shallMerkxxx xxxll: (a) as promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect use all reasonable best efforts to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time with, and which Consents consents, approvals, permits or authorizations are required or permitted to be obtained prior to the Effective Time from Governmental Entities from, governmental or other regulatory authorities of the United States, the several states, and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated hereby, by such agreements and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings and promptly timely seeking all such Consentsconsents, approvals, permits or authorizations; (ivb) defending against use all reasonable best efforts to obtain in writing any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or consents required from third parties to effectuate the consummation of any of Merger and the transactions contemplated herebyhereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each of RMSI and Merkxxx; and xxd (c) use their all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser Agreement, and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR ActAncillary Agreements. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this AgreementAgreement or the Ancillary Agreements, the proper officers and directors of Purchaser and the Surviving Corporation Merkxxx xxx RMSI shall take all such necessary action. Merkxxx xxx RMSI shall cooperate with all reasonable requests of the other parties hereto and their counsel in connection with the consummation of the transactions contemplated hereby.

Filings; Other Action. Subject to the terms and conditions --------------------- herein --------------------- provided, the Company, Purchaser and Merger Sub Baxxxxxxx xnd Parent shall: (a) as promptly as practicable, (ibut in not more than 10 business days from the date hereof) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities CommissionMergers; (b) use their best efforts to cooperate and consult with one another in, in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Company Effective Time with, and which Consents consents, approvals, permits or authorizations are required or permitted to be obtained prior to the Company Effective Time from Governmental Entities from, governmental or other third parties regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Mergers and the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings and promptly timely seeking all such Consentsconsents, approvals, permits or authorizations; (ivc) defending against furnish the others with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives, on the one hand, and any lawsuit governmental or proceedingregulatory authority or members or their respective staffs, whether judicial or administrativeon the other hand, challenging with respect to this Agreement or the consummation of any of and the transactions contemplated hereby; (d) furnish the others with such necessary information and reasonable assistance as such other parties and their respective affiliates may may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation any filings necessary under the provisions of the HSR Act; (ce) use their commercially reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the Mergers and the transactions contemplated by this Agreement (including including, without limitation those actions described in limitation, the foregoing (ii) through (iv)). Each resolution of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment toobjections, and to resolve any objections if any, as may be asserted by any Governmental Entity governmental authority with respect toto the Mergers and the transactions contemplated hereby under any antitrust or trade or regulatory laws or regulations of any governmental authority and (f) use their commercially reasonable efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby and use their commercially reasonable efforts to defend any litigation seeking to enjoin, prevent or delay the Offer consummation of the Mergers or the Merger under transactions contemplated hereby or seeking material damages. In complying with the HSR Act. Ifforegoing, at Parent, Baxxxxxxx xnd the Company shall each use all commercially reasonable measures available to them to consummate the transactions contemplated hereby, so long as such measures would not have a material adverse effect on the U.S. oilfield production chemicals businesses of the Company or Parent (including any time after the Effective TimeSubsidiaries thereof), any further action is necessary or desirable but shall not be required to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all measures that would have such necessary actiona material adverse effect.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser Walden and Merger Sub shallDrever shaxx: (a) as promptly as practicable, (i) make xxx all their respective filings and thereafter make any other required submissions under the HSR Act with respect best efforts to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time Closing Date with, and which Consents consents, approvals, permits or authorizations are required or permitted to be obtained prior to the Effective Time from Governmental Entities Closing Date from, governmental or other regulatory authorities of the United States, the several states, third parties party secured and unsecured lenders and rating agencies in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings and promptly timely seeking all such Consentsconsents, approvals, permits or authorizations; (ivb) defending against use their best efforts to obtain in writing any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or consents required from third parties in form reasonably satisfactory to Walden and Drevex xxxxssary to effectuate the consummation of any of the transactions contemplated herebyExchange Offer; and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR ActAgreement. If, at any time after the Effective TimeClosing Date, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser Walden, Drever, AOFII and the Surviving Corporation AOF shall take all such necessary action.. Walden and Drever shaxx xxxmptly xxxxxde the other (or its counsel) copies of (x) all filings in connection with the Exchange Offer, (y) all filings under the Exchange Act after the date hereof and prior to the Closing Date, and (z) all other regulatory filings in connection with this Agreement and the transactions contemplated hereby, in each case, made by Walden or WDOP, on thx xxx hand, or Drever, AOFII or AOF, on the other hand. 5 Inspection of Records. From the date hereof to the Closing Date, each of Walden, Drever, AOFII and AOF shall, upon reasonable notice. allow all designated officers, attorneys, accountants and other representatives of the other access at all reasonable times to the records and files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position, or otherwise pertaining to the business and affairs of Walden, WDOP, Drever, XXXXX, AOF and their respective affiliates. 6 Publicity. The initial press release relating to this Agreement shall be a joint release and thereafter Walden, Drever, AOFII and AOF shall, subject to their respective legal obligations (including requirements of stock exchanges and other similar regulatory bodies), consult with each other, and use reasonable efforts to agree upon the text of any press release, before issuing any such press release or otherwise making public statements with respect to the transactions contemplated hereby and in making any filings with any federal or state governmental or regulatory agency or with any national securities exchange with respect thereto. 7 Proxy Statement. Walden shall file witx xxx SEC as soon as practicable a proxy statement (the "Proxy Statement") under the Exchange Act, with respect to the meeting of the Walden Stockholders ix xxxxection with the Exchange Offer. Walden will cause the Xxxxx Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. Walden shall use its xest efforts to obtain, prior to the Closing Date, all necessary permits or approvals required under the Securities Laws to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Drever, AOFII and AOF hereby agree to cooperate with Walden in the preparaxxxx xf the Proxy Statement and to provide Walden with such infoxxxxxxn as Walden may reasoxxxxx request. Walden, after consultxxxxx with Drever, shall respond as promptly as practicable to any comments made by the SEC with respect to the Proxy Statement and shall cause a definitive Proxy Statement to be mailed to the Walden Stockholders ax xxx earliest practicable date. Each of Drever, AOFII, AOF, Walden and WDOP xxxxxx to correct as promptly as practicable any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect, and Walden agrees to xxxx all steps necessary to file with the SEC and have cleared thereby any amendment or supplement to the Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Walden Stockholdxxx xx the extent required by applicable law. 8 Post-Closing Conduct of Business. For the period commencing with the Closing Date and ending on and including the 15th business day following the Closing Date, Walden (either directxx xx indirectly through a relevant affiliate) and WDOP (a) shall endeavor to cause each of the Partnerships to continue to exist and engage in the conduct of its business and (b) shall not permit any Partnership to undertake any action or enter into any arrangement in connection with or related to a merger of, liquidation of, termination of, winding-up of, or similar transaction that involves, such Partnership in which, as a result of such transaction, such Partnership would no longer continue to exist or remain in business for Federal income tax purposes. 9

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub Barnxxxxx xxx Parent shall: (a) as promptly as practicable, (ibut in not more than 10 business days from the date hereof) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities CommissionMergers; (b) use their best efforts to cooperate and consult with one another in, in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Company Effective Time with, and which Consents consents, approvals, permits or authorizations are required or permitted to be obtained prior to the Company Effective Time from Governmental Entities from, governmental or other third parties regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Mergers and the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings and promptly timely seeking all such Consentsconsents, approvals, permits or authorizations; (ivc) defending against furnish the others with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives, on the one hand, and any lawsuit governmental or proceedingregulatory authority or members or their respective staffs, whether judicial or administrativeon the other hand, challenging with respect to this Agreement or the consummation of any of and the transactions contemplated hereby; (d) furnish the others with such necessary information and reasonable assistance as such other parties and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation any filings necessary under the provisions of the HSR Act; (ce) use their commercially reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the Mergers and the transactions contemplated by this Agreement (including including, without limitation those actions described in limitation, the foregoing (ii) through (iv)). Each resolution of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment toobjections, and to resolve any objections if any, as may be asserted by any Governmental Entity governmental authority with respect toto the Mergers and the transactions contemplated hereby under any antitrust or trade or regulatory laws or regulations of any governmental authority and (f) use their commercially reasonable efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby and use their commercially reasonable efforts to defend any litigation seeking to enjoin, prevent or delay the Offer consummation of the Mergers or the Merger under transactions contemplated hereby or seeking material damages. In complying with the HSR Actforegoing, Parent, Barnxxxxx xxx the Company shall each use all commercially reasonable measures available to them to consummate the transactions contemplated hereby, so long as such measures would not have a material adverse effect on the U.S. oilfield production chemicals businesses of the Company or Parent (including any Subsidiaries thereof), but shall not be required to take measures that would have such a material adverse effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary action8.5.

Filings; Other Action. Subject to (a) Upon the terms and subject to the conditions herein --------------------- providedset forth in this Agreement (including Section 5.2), each of the CompanyCompany Parties and the Parent Parties shall, Purchaser and Merger Sub shall: (a) shall cause their respective Subsidiaries and respective Affiliates to, use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable to consummate and make effective, as promptly as practicable, the Mergers and the Transactions, including: (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect taking of all reasonable actions necessary to cause the Offer andconditions to Closing set forth in Article 6 to be satisfied, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) cooperate obtaining of all necessary actions or nonactions, waivers, consents and consult with one another in, (i) determining which Regulatory Filings are required or permitted to be made prior to the Effective Time with, and which Consents are required or permitted to be obtained prior to the Effective Time approvals from Governmental Entities or other third parties necessary in connection with the execution consummation of the Mergers and delivery the Transactions and the making of this Agreement all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity or other Persons necessary in connection with the consummation of the transactions contemplated herebyMergers and the Transactions, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) subject to Section 5.11, the defending against of any lawsuit or proceedingLegal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Mergers or the Transactions, including seeking to have vacated, lifted, reversed or overturned any of the transactions contemplated hereby; and (c) use their reasonable best efforts to takedecree, judgment, injunction, or cause other Order, whether temporary, preliminary or permanent, entered by any court or other Governmental so as to be takenenable the Closing to occur as soon as reasonably possible, all other action (iv) the execution and do, or cause to be done, all other things necessary, proper or appropriate delivery of any additional instruments necessary to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser Mergers and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, Transactions and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to fully carry out the purpose purposes of this Agreement and (v) cooperate in any financing pursued by Buyer in connection with this Transactions. Notwithstanding anything to the contrary in this Agreement, in no event shall the Parent Parties, the Company or any of their respective Subsidiaries or Affiliates be required to agree to, enter into, or offer to enter into any agreement or consent order requiring divestiture of any assets, hold-separate, business limitation, conduct remedy, or similar arrangement or undertaking in connection with this Agreement, the proper officers and directors of Purchaser and Mergers or the Surviving Corporation shall take all such necessary actionTransactions.

Filings; Other Action. Subject to the terms and conditions herein --------------------- providedhereof, as promptly as practicable the Company, Seller and the Purchaser and Merger Sub shall: shall (a) as promptly as practicable, (i) make their respective all filings and thereafter make any other submissions required submissions under the HSR Act with respect in order to the Offer andsatisfy all necessary Government Requirements, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) use commercially reasonable efforts to cooperate and consult with one another in, each other in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time Closing Date with, and which Consents material consents, approvals, permits, or authorizations are required or permitted to be obtained prior to the Effective Time from Governmental Entities Closing Date from, governmental or other third parties regulatory authorities of the United States and the several states in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyContemplated Transactions, and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings and promptly timely seeking all such Consents; (iv) defending against any lawsuit consents, approvals, permits, or proceedingauthorizations, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their all commercially reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper reasonably necessary or appropriate to consummate the Contemplated Transactions, as soon as practicable. In connection with the foregoing, the Company will promptly provide to the Purchaser, and make effective the transactions contemplated by Purchaser will promptly provide to the Company, copies of all correspondence, filings, or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Bodies, on the other hand, with respect to this Agreement (including without limitation those and the Contemplated Transactions. The parties acknowledge that certain actions described in may be necessary with respect to the foregoing (ii) through (iv)). Each in making notifications and obtaining clearances consents, approvals, waivers, or similar third party actions that are material to the consummation of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment toContemplated Transactions, and each party agrees to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all commercially reasonable actions as are necessary, to complete such necessary actionnotifications and obtain such clearances, approvals, waivers, or third party actions. Neither the Seller nor the Purchaser shall be required to incur or be liable for any expenses, costs or obligations in order to satisfy any Government Requirements, except payment of routine application or filing fees.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the CompanyNew Plan, Purchaser Excel and Merger Sub shall: (a) as to the extent required, promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) use all reasonable efforts to cooperate and consult with one another in, in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time with, and which Consents consents, approvals, permits or authorizations are required or permitted to be obtained prior to the Effective Time from Governmental Entities from, governmental or other third parties regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings and promptly seeking timely seek all such Consentsconsents, approvals, permits or authorizations; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their all reasonable best efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to New Plan and Excel necessary to effectuate the Merger; and (d) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR ActAgreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser Excel and the Surviving Corporation Sub, and New Plan shall take all such necessary action. If any "fair price" or "control share acquisition" statute or similar statute or regulation shall become applicable to the transactions contemplated hereby, New Plan, Excel and Sub and their respective Boards of Trustees or Directors shall use their reasonable best efforts to grant such approvals and to take such other actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and shall otherwise use their reasonable best efforts to minimize or eliminate the effects of any such statute or regulation on the transactions contemplated hereby. Excel and New Plan shall promptly advise each other of and confer and consult with respect to any communications from governmental agencies with respect to the transactions contemplated by this Agreement. Each of New Plan and Excel shall use its reasonable efforts to cause to be delivered by its accountants the "comfort letters" referred to in Sections 7.4, 8.2 and 8.3.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the CompanyLegacy, Purchaser Enterprises and Merger Sub shall: shall (a) as to the extent required, promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act and (ii) make any required filings with the California Public Utilities Commission; (b) use all reasonable efforts to cooperate and consult with one another in, in (i) determining which Regulatory Filings filings are required or permitted to be made prior to the Effective Time with, and which Consents consents, approvals, permits or authorizations are required or permitted to be obtained prior to the Effective Time from Governmental Entities from, governmental or other third parties regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and determining which Consents are required to transfer to the Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly timely making all such Regulatory Filings filings and promptly timely seeking all such Consents; (iv) defending against any lawsuit consents, approvals, permits or proceedingauthorizations, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their all reasonable best efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to Legacy and Enterprises necessary to effectuate the Merger and (d) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer or the Merger under the HSR ActAgreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser Legacy, Enterprises and the Surviving Corporation Merger Sub shall take all such necessary action. If any "fair price" or "control share acquisition" statute or similar statute or regulation shall become applicable to the transactions contemplated hereby, Legacy, Enterprises and Merger Sub and their respective Boards of Directors shall use commercially reasonable efforts to grant such approvals and to take such other actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and shall otherwise use commercially reasonable efforts to minimize or eliminate the effects of any such statute or regulation on the transactions contemplated hereby. Enterprises and Legacy shall promptly advise each other of and confer and consult with respect to any communications from governmental agencies with respect to the transactions contemplated by this Agreement.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, (a) Each of the Company, Purchaser Parent and Merger Acquisition Sub shall: (a) as promptly as practicable, (i) make their respective filings and thereafter make any other in the event that a filing is required submissions under pursuant to the HSR Act with respect to the Offer and, if applicable, the Merger, promptly (and request early termination of in no event later than the waiting period under date that is ten (10) Business Days after the date hereof) make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the HSR Act and with respect to the Merger; (ii) make any use commercially reasonable efforts to obtain all consents and approvals required filings with the California Public Utilities Commission; (b) cooperate and consult with one another in, (i) determining which Regulatory Filings are required or permitted to be made prior to the Effective Time with, and which Consents are required or permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution transactions contemplated by this Agreement; and delivery (iii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of this Agreement consummating and the consummation of effectuating the transactions contemplated herebyby this Agreement; provided, and determining which Consents are however, that in no event shall the Company be required to transfer pay, prior to the Surviving Corporation Effective Time, any Permits fee, penalty or registrations held on behalf of the Company other consideration to any Person for any consent or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations approval required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or for the consummation of any of the transactions contemplated hereby; by this Agreement. Without limiting the generality of the foregoing, if a filing with a Governmental Entity is made, each of Parent and Acquisition Sub (A) shall promptly provide all information requested by any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement and (cB) shall use their commercially reasonable best efforts to promptly take, and cause its Subsidiaries to take, all actions and steps necessary to obtain any clearance or cause approval required to be takenobtained from the U.S. Federal Trade Commission, all the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Agreement shall require Parent, Acquisition Sub or any of their Affiliates to: (including without limitation those actions described in i) propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise (A) the foregoing sale, divesture, license or other disposition of any asset or business of Parent, Acquisition Sub or any of their Affiliates or (B) the sale, divesture, license or other disposition, contemporaneously with or subsequent to the Effective Time, of any asset or business of the Company or its Subsidiaries; (ii) through permit the Company and its Subsidiaries to sell, divest, license or otherwise dispose any of its or their assets or businesses prior to the Effective Time; (iii) terminate, relinquish, modify, transfer, assign, restructure, or waive existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent, Acquisition Sub or Company or their respective Subsidiaries; or (iv)) undertake any other behavioral undertakings including but not limited to creating or consenting to create any relationships, ventures, contractual rights, obligations, or other arrangements of Parent, Acquisition Sub or Company or their respective Subsidiaries or, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Entity in connection with any of the foregoing or in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets, to consent to such action by the Company in any such case of (i)-(iv). Each of Purchaser Parent shall pay all filing fees under the HSR Act and other applicable Antitrust Laws, and the Company shall use its reasonable best efforts not be required to contest pay any proceeding seeking a preliminary injunction fees or make any other legal impediment to, and payments to resolve any objections Governmental Entity in connection with any filings under the HSR Act or such other filings as may be asserted by any Governmental Entity required under applicable Antitrust Laws in connection with respect to, the Offer Merger or the Merger under the HSR Act. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of other transactions contemplated by this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary action.