. Alkermes and KU each hereby agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary and proper to make effective the transactions contemplated by this Agreement.

Reasonable Efforts. Each Party agrees that it will not voluntarily undertake any course of action inconsistent with the provisions or intent of this Agreement and will use its Reasonable Efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper, or advisable under applicable Laws to consummate the transactions contemplated by this Agreement, including # cooperating in determining whether any consents, approvals, orders, authorizations, waivers, declarations, filings, or registrations of or with any Governmental Authority or third party are required in connection with the consummation of the transactions contemplated by this Agreement; # obtaining any consents, approvals, and registrations; # causing to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement; # defending, and cooperation in defending, all Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement; and # executing any additional instruments necessary to consummate the transactions contemplated by this Agreement.

Reasonable Restraint. It is agreed by the parties that the foregoing covenants in this Agreement are necessary for the legitimate business interests of Benefitfocus and impose a reasonable restraint on the Associate in light of the activities and Business of Benefitfocus on the date of the execution of this Agreement.

REASONABLE RESTRICTIONS. Executive agrees that the terms and conditions in [Sections 6 through 9] are reasonable and necessary for the protection of the Company’s business and to prevent damage or loss to the Company as the result of action taken by Executive. Executive acknowledges that he could continue to actively pursue Executive’s career and earn sufficient compensation without breaching any of the restrictions contained in these Sections.

Prior to the Closing, the parties shall use their commercially reasonable efforts to take, or cause to be taken, all such actions, and to assist and cooperate with the other parties in taking such action, as may be necessary or appropriate to effectuate, as expeditiously as practicable, the Acquisition and the other Transactions on the terms and subject to the conditions set forth in this Agreement, including the transfer of all of the Purchased Assets to Purchaser as of the Closing. Each party, at the reasonable request of the other parties, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the Transactions. If Seller is prohibited by applicable Law from transferring any Assigned Permit to Purchaser at the Closing, Seller shall not knowingly take any action or omit to take any action, prior to or after the Closing, that would prevent Purchaser from obtaining any authorization, permit, license or operating right so that Purchaser may continue to operate the Business following the Effective Time, and Seller shall cooperate fully and use their commercially reasonable efforts to assist Purchaser in obtaining any such authorizations, permits, licenses or operating rights.

Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Collateral Agent or any Lender or other Secured Party to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent or any Lender to do any of the following:

Reasonable Access. From the date hereof until the Closing or the earlier termination of this Agreement, and subject to applicable Law, the Company shall give, and shall cause the Acquired Companies to give, Buyer and its representatives, upon reasonable advance written notice to the Acquired Companies or its representatives, reasonable access, during normal business hours, to the assets, properties, books, records and agreements of the Acquired Companies and the Acquired Companies shall permit Buyer to make such inspections as Buyer may reasonably require and to furnish Buyer during such period with all such information related to the Acquired Companies as Buyer may from time to time reasonably request.

Each Party agrees that it will not voluntarily undertake any course of action inconsistent with the provisions or intent of this Agreement and will use its Reasonable Efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper, or advisable under applicable Laws to consummate the transactions contemplated by this Agreement, including # cooperating in determining whether any consents, approvals, orders, authorizations, waivers, declarations, filings, or registrations of or with any Governmental Authority or third party are required in connection with the consummation of the transactions contemplated by this Agreement; # obtaining any consents, approvals, and registrations; # causing to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement; # defending, and cooperation in defending, all Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement; and # executing any additional instruments necessary to consummate the transactions contemplated by this Agreement.

Reasonable Restriction. The restrictions on Transfer described in this Lease are acknowledged by Tenant to be reasonable for all purposes, including, without limitation, the provisions of California Civil Code (the “Code”) [Section 1951.4(b)(2)]. Tenant expressly waives any rights which it might otherwise be deemed to possess pursuant to applicable law, including, without limitation, Section 1997.040 of the Code, to limit any remedy of Landlord pursuant to Section 1951.2 or 1951.4 of the Code by means of proof that enforcement of a restriction on use of the Leased Premises would be unreasonable. Tenant also waives the right to terminate this Lease pursuant to Section 1995.310(b) of the California Civil Code if Landlord unreasonably withhold consent to a Transfer.

Commercially Reasonable. To the extent that Applicable Law imposes duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following: