Common use of Appropriate Action; Consents; Filings Clause in Contracts

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI shall and shall cause each CCI Subsidiary and each of their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI the Company and each of the Parent Parties shall and shall cause each CCI Subsidiary the other Company Entities and each of their respective Affiliates tothe other Parent Entities, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates torespectively, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 VII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this AgreementAgreement (including promptly responding to all requests by a Governmental Authority or other Person for additional information in support of any such filing or request for approval or waiver), (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms The Company and subject to the conditions set forth in this Agreement, CCI Parent shall and shall cause each CCI Subsidiary and each of their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its commercially reasonable best efforts to (i) take, or cause to be taken, all actions, appropriate action and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract otherwise to consummate and make effective, the Merger and the other Transactions, including transactions under the Voting Agreements, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing obtain from any applicationsGovernmental Entities any consents, noticeslicenses, registrations and requests as may be permits, waivers, approvals, authorizations or orders required or advisable to be filed with obtained by Parent or submitted the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Authority Entity, in order to consummate connection with the transactions contemplated by authorization, execution and delivery of this AgreementAgreement and the consummation of the Transactions, (iii) obtaining cause the satisfaction of all conditions set forth in Article 6, (iv) vigorously defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the Transactions, in each case until the issuance of a final, non-appealable order, (v) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the Transactions, in each case until the issuance of a final, non-appealable order, and (vi) (A) as promptly as practicable, and in any event within ten (10) Business Days after the date hereof, make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to this Agreement and the Merger and (B) as promptly as practicable, and in any event within thirty (30) calendar days after the date hereof, make or cause to be made all necessary and advisable applications and filings and/or engage with such Governmental Entity after consultation with the other party, and, in each case, thereafter make any other required or advisable actions submissions, and pay any fees due in connection therewith; provided, that the Company and Parent shall cooperate with each other in connection with determining whether any action by or nonactionsin respect of, waiversor filing with, consents and approvals from any Governmental Authorities Entity is required or other Persons necessary advisable in connection with the consummation of the Merger and the seeking any such actions, consents, approvals or waivers or making any such filings. The Company and Parent shall furnish to each other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, information required for any Governmental Authority application or other Persons necessary filing under the rules and regulations of any applicable Law in connection with the consummation Transactions. Parent shall not pull and re-file any notification to any Governmental Entity or consent to any voluntary delay of the Merger Closing at the behest of any Governmental Entity without first notifying and consulting with the Company. Each of Parent and the Company shall not, except as may be consented to in writing by the other transactions contemplated by this Agreementparty, (iv) subject to Section 7.6(c)directly or indirectly through one or more of its controlled affiliates, defending take any lawsuits action, including acquiring or making any investment in any corporation, partnership, limited liability company or other legal proceedingsbusiness organization or any division or assets thereof, whether judicial or administrative, challenging this Agreement that would reasonably be expected to cause a material delay in the satisfaction of the conditions contained in Article 6 or the consummation of the Merger Merger. Without limiting this Section 5.7(a), Parent agrees to take, or the other transactions contemplated by this Agreementcause to be taken, including seeking any and all steps and to have make, or cause to be made, any stay and all undertakings necessary to avoid or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of eliminate each and every impediment under any antitrust, merger control, competition competition, or trade regulation Law or any other Law applicable to the Company, any Company Subsidiary or the Merger that may be asserted by any Governmental Authority Entity with respect to the Merger so as to enable the Closing Effective Time and the Closing, respectively, to occur as soon promptly as reasonably possible, practicable (and (v) executing and delivering in any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreementevent, no Party will have any obligation later than the Extended Outside Date (as defined below)), including (A) to proposeproposing, negotiatenegotiating, commit to or effectcommitting to, and effecting, by consent decree, hold separate order order, or otherwise, the sale, divestiture divestiture, licensing or other disposition of any such assets or businesses of such Party, Parent or the Company or any of its subsidiaries or their Affiliates respective Subsidiaries, or (B) accepting any operational restrictions, including restrictions on the ability to change rates or charges or standards of service, or otherwise taking or committing to take or commit to take any actions that would limit the Parent’s or any Parent Subsidiary’s freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates action with respect to, or their its ability to retainretain or freely operate, one any of the assets, properties licenses, rights, product lines, operations or more businesses of Parent, the Company or any of their businessesrespective Subsidiaries (collectively, product lines “Remedies”), in each case as may be required in order to avoid the entry of, or assetsto effect the lifting or dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time or the Closing, as applicable, unless such Remedies, individually or in the aggregate, would reasonably be expected to have a material and adverse impact on (1) the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, or (2) the reasonably expected benefits to Parent of completing the Merger, which reasonably expected benefits shall be measured at a level of those reasonably likely to have a material and adverse impact on the Company and its Subsidiaries, taken as a whole, and not at the level or measure of what would be reasonably likely to have a material and adverse impact on Parent and its Subsidiaries, taken as a whole (such a material and adverse impact, a “Material Adverse Impact”).

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI shall the Company Parties and each of the Parent Parties shall, and shall cause each CCI Subsidiary and each of their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the each other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to the Closing set forth in Article 8 VIII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, that no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries Subsidiaries (including Subsidiaries of Parent after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries Subsidiaries (including subsidiaries Subsidiaries of CCI Parent after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets. Nothing in this Section 7.6 or any other provision of this Agreement shall require Parent or any Affiliates of Parent (including Blackstone Inc. (“Blackstone”)) to agree or otherwise be required to take any action, including any action with respect to any Affiliates of Parent (including Blackstone, any investment funds or investment vehicles affiliated with, or managed or advised by, Blackstone or its Affiliates, or any portfolio company (as such term is commonly understood in the private equity industry) or investment of Blackstone or of any such investment fund or investment vehicle), or any interest therein (in each case other than with respect to the Parent Parties and their Subsidiaries (including, following the Closing, the Surviving Entities and their Subsidiaries)).

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including Section 6.5), CCI each of the Company and Parent shall (and shall cause each CCI Subsidiary the Company Subsidiaries and each of their respective Affiliates the Parent Subsidiaries, respectively, to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, ) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 VII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, provided, however, that none of Parent, Parent LP or any Parent Subsidiary nor the Company nor any Company Subsidiary shall be required to take any action that would be materially adverse to the business or financial condition of the Company and the Company Subsidiaries, taken as a whole, or Parent and the Parent Subsidiaries, taken as a whole, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI shall and shall cause each CCI Subsidiary and each of their respective Affiliates to, and CMR CMOF shall and shall cause each CMR CMOF Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon Parent and the terms and subject to the conditions set forth in this Agreement, CCI Company shall and shall cause each CCI Subsidiary and each of use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to (i) take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract otherwise to consummate and make effective, as promptly as practicable, effective the Merger and the other transactions contemplated by this AgreementAgreement and the Transaction Documents, including (i) taking all actions necessary to cause the satisfaction of the conditions to Closing set forth the obligations of the other party contained in Article 8 to be satisfiedVII, (ii) preparing and filing obtain any applicationsconsents of Third Parties necessary, notices, registrations and requests as may be required proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents, including any consents of experts required in connection with any filings under the Securities Act or Exchange Act, or required as a result of the transactions contemplated by this Agreement and the Transaction Documents pursuant to the Company Leases and the Parent Leases to which such party or its Subsidiaries are party, (iii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be filed obtained or made by Parent, the Company or any of their respective Subsidiaries, (iv) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Transaction Documents and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or submitted state securities Laws, (B) the HSR Act and antitrust and competition Laws of any other applicable jurisdiction and (C) any other applicable Law and (v) take any action reasonably necessary to defend vigorously, lift, mitigate or, rescind the effect of any litigation or administrative proceeding involving any Governmental Entity or Person adversely affecting this Agreement, the Transaction Documents or the transactions contemplated by this Agreement or the Transaction Documents until receipt of a final order by a court of competent jurisdiction permanently enjoining the transaction as to which all available applications for review have been taken (a “Final Order”). Without limitation of the foregoing, neither Parent nor the Company shall unreasonably withhold or delay its consent to any extension of any waiting period under the HSR Act or any other antitrust or merger control Laws or any proposed resolution or settlement or other agreement with any Governmental Authority in order Entity, including any agreement with the Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the offices of any state Attorney General (together the “Antitrust Authorities”) not to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary Agreement or advisable actions or nonactions, waivers, consents the Transaction Documents. Parent and approvals from Governmental Authorities or the Company shall cooperate with each other Persons necessary in connection with the consummation making of all filings or submissions referenced in the preceding sentence (including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any Governmental Entity with respect to any such filing or submission. Parent and the Company shall have the right to review in advance, and each shall consult the other on, all the information relating to Parent and its Subsidiaries, or the Company and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Third Party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement and the making Transaction Documents. Each of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) Parent and the taking Company shall promptly notify and provide a copy to the other party of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any written communication received from any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority Entity with respect to the Merger so as any filing or submission or with respect to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes Transaction Documents. Each of this Agreement; providedParent and the Company shall give the other reasonable prior notice of any proposed understanding, thatundertaking or agreement with, notwithstanding anything and, to the contrary extent reasonably practicable, any communication with, any Governmental Entity regarding any such filing or any such transaction. To the extent reasonably practicable, each of the Company and Parent shall give the other prior notice of any meeting or substantive conversation by such party or its Representatives with any Governmental Entity in this Agreementrespect of any such filing, no Party will have any obligation (A) to proposeinvestigation or other inquiry, negotiateand, commit to or effect, unless prohibited by consent decree, hold separate order or otherwisesuch Governmental Entity, the saleopportunity to attend or participate. The parties to this Agreement will consult and cooperate with one another in connection with any analyses, divestiture appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or other disposition submitted by or on behalf of any assets party to this Agreement in connection with proceedings under or businesses related to the HSR Act or competition Laws. The Company and Parent may, as each deems reasonably necessary, designate any competitively sensitive information provided to the other party under this Section 6.4(a) as “outside counsel only”, and such information shall be given only to such requesting party’s outside counsel. In addition, the Company, Parent and their respective stockholders may redact any information from such documents shared with the other party or its counsel that is not pertinent to the subject matter of such Party, any of its subsidiaries the filing or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetssubmission.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of Company and Parent shall and shall cause each CCI Subsidiary the Company Subsidiaries and each of the Parent Subsidiaries, respectively, and their respective Affiliates toAffiliates, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iviii) subject to Section 7.6(c7.8(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of the Company Parties and each of the Parent Parties shall and shall cause each CCI Subsidiary the other Company Entities and each of their respective Affiliates tothe other Parent Entities, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates torespectively, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 VII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of the SOR Parties and SOR II shall and shall cause each CCI Subsidiary the SOR Subsidiaries and each of the SOR II Subsidiaries, respectively, and their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no that neither Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of SOR after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI SOR after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including Section 6.5), CCI each of the Company and Parent shall and shall cause each CCI Subsidiary the Company Subsidiaries and each of their respective Affiliates tothe Parent Subsidiaries, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates torespectively, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 VII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, each of which is set forth in Section 6.6(a) of the Company Disclosure Letter (iv) subject to Section 7.6(ccollectively, the “Required Consents”), (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of Company and Parent shall and shall cause each CCI Subsidiary the Company Subsidiaries and each of the Parent Subsidiaries, respectively, and their respective Affiliates toAffiliates, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, and (iviii) solely with respect to stockholder litigation, subject to Section 7.6(c7.7(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI shall each of the Company, Company LP and Parent shall, and shall cause each CCI Subsidiary the Company Subsidiaries, REIT Merger Sub, Partnership Merger Sub and each of their respective Affiliates tothe Parent Subsidiaries, respectively, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactionsnon-actions, waivers, waiting period expirations or terminations, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding Action by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, including complying expeditiously with any and all information and document requests by any Governmental Authority in connection with any investigation of the Mergers or the other transactions contemplated hereby, (iviii) subject to Section 7.6(c7.7(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon Subject to the terms and subject to conditions of this Agreement (including the conditions limitations set forth in this AgreementSection 6.6), CCI shall and shall cause each CCI Subsidiary and each of the parties hereto will use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, effective the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary hereby and to cause the conditions to Closing the First Merger set forth in Article 8 VII to be satisfied, including using reasonable best efforts to accomplish the following: (iii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waiversnon-actions, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement hereby, including the First Merger, and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreementhereby, including the First Merger; (ivii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated hereby, including the First Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, ; and (viii) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the First Merger and the any other transactions contemplated to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out fully the purposes of this Agreement; provided. To the extent required by Applicable Law, thateach of the parties hereto shall, notwithstanding anything to as promptly as reasonably practicable after the contrary in execution of this Agreement, no Party will have make and not withdraw its respective filings under the HSR Act, and thereafter make any obligation (A) to propose, negotiate, commit to or effect, other applications and filings as reasonably determined by consent decree, hold separate order or otherwise, the sale, divestiture or Company and Parent under other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates applicable Antitrust Laws with respect toto the transactions contemplated hereby as promptly as practicable, or their ability to retain, one or more of their businesses, product lines or assetsbut in no event later than as required by Law.

Appropriate Action; Consents; Filings. (a) Upon Subject to Section 5.5(b) the terms Company, the Parent and subject to the conditions set forth in this Agreement, CCI Merger Sub shall and shall cause each CCI Subsidiary and each of use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to (i) take, or cause to be taken, all actions, appropriate action and to do, or cause to be done, and to assist and cooperate with the other Parties parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract otherwise to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of effective the Merger and the other transactions contemplated by this Agreement as promptly as practicable, (ii) take such actions as may be required to cause the expiration of the notice periods under Competition Laws with respect to such transactions as promptly as practicable after the execution of this Agreement, (iii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or Orders required to be obtained by the Parent, Merger Sub or the Company, or any of their respective Subsidiaries in order to effect the Closing by not later than two Business Days prior to the Outside Date (or if extended, the Extended Outside Date or Second Extended Outside Date, as then applicable) and to avoid any action or proceeding by any Governmental Entity (including those in connection with Competition Laws), in connection with the authorization, execution and delivery of this Agreement and the making consummation of the transactions contemplated hereby, including the Merger, (iv) cause the satisfaction of all conditions set forth in Article 6, (v) vigorously defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable Order, (vi) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable Order, (vii) as promptly as practicable, make or cause to be made all necessary or advisable registrations applications and filings (including filings and in any event file all required HSR Act notifications within ten Business Days after the date hereof), and thereafter make any other required submissions, and pay any fees due in connection therewith (all such fees to be solely the responsibility of, and to be paid by, the Parent and Merger Sub), with Governmental Authoritiesrespect to this Agreement or the Merger required under any Competition Laws, if anyand (viii) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement, the taking of all reasonable steps as may be necessary Merger required under any Competition Laws and any other applicable Law. The Company, the Parent and Merger Sub shall cooperate with each other in connection with (x) preparing and filing the Proxy Statement and any Other Filings, (y) determining whether any action by or advisable to obtain an approval or waiver fromin respect of, or to avoid an action or proceeding byfiling with, any Governmental Authority or other Persons necessary Entity is required, in connection with the consummation of the Merger and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company and the Parent shall furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. No parties to this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement, (iv) subject which consent shall not be unreasonably withheld, delayed or conditioned. The Parent and the Company shall not, except as may be consented to Section 7.6(c)in writing by the other party, defending directly or indirectly through one or more of their respective affiliates, take any lawsuits action, including acquiring or making any investment in any corporation, partnership, limited liability company or other legal proceedingsbusiness organization or any division or assets thereof, whether judicial or administrative, challenging this Agreement that would reasonably be expected to cause a material delay in the satisfaction of the conditions contained in Article 6 or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetsMerger.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI shall each of the Company and Parent shall, and shall cause each CCI Subsidiary the Company Subsidiaries and each of Parent Subsidiaries, as applicable, and their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates Representatives to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreementhereby, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement hereby and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreementhereby, (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or and/or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possiblehereby, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement hereby, and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon In accordance with the terms and subject to the conditions set forth in of this AgreementAgreement (including Section 5.5 (Non-Solicitation)), CCI shall and shall cause each CCI Subsidiary and each of the parties hereto will use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, effective the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary hereby and to cause the conditions to Closing the Merger set forth in Article 8 VI (Conditions to the Merger) to be satisfiedsatisfied as expeditiously as possible, including using reasonable best efforts to accomplish the following: (iii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactionsnon-actions, waivers, consents Consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including the Merger, and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding any Action by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, including the Merger (iv) subject to Section 7.6(cother than, in each case, as may be required under any Company Facility Contracts or Company Aviation Agreements), (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreementhereby, including the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, reversed and (viii) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the any other transactions contemplated to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out fully the purposes of this Agreement; provided, that, notwithstanding anything to . Each of the contrary parties hereto shall promptly (A) but in no event later than sixty (60) days after the date of this Agreement, no Party will have any obligation make and not withdraw (Aunless with the prior written consent of the other parties hereto) its filings under the HSR Act with respect to proposethe transactions contemplated hereby, negotiateincluding the Merger, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise comply at the earliest possible date with any request under the HSR Act for additional information (including responding to take any “second request”), documents or commit other materials received by such party from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “DOJ”) or by any other Governmental Authority under any Antitrust Laws in respect of any such filings with respect to take the transactions contemplated hereby, including the Merger and (C) act in good faith and cooperate with the other party in connection with any actions that would limit such filings (including, if requested by the freedom other party, to duly consider all reasonable additions, deletions or changes suggested by the other party in connection therewith) and in connection with resolving any investigation or other inquiry of such Partyagency or other Governmental Authority under any Antitrust Laws. In taking the foregoing actions, its subsidiaries (including subsidiaries each of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetsCompany and Parent shall act reasonably and as promptly and expeditiously as possible.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including Section 7.3), CCI shall each of the Company and the Park Parties shall, and shall cause each CCI Subsidiary the Company Subsidiaries and each of their respective Affiliates tothe other Park Subsidiaries, respectively, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the each other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the taking of all reasonable actions necessary to cause the conditions to Closing set forth in Article 8 ARTICLE VIII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iviii) subject to Section 7.6(c7.9(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger reversed so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, in no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwiseevent shall the Park Parties, the saleCompany 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 or other disposition of any assets assets, hold-separate, business limitation, conduct remedy, or businesses of such Party, similar arrangement or undertaking in connection with this Agreement or any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetstransactions contemplated hereby.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including Section 6.5), CCI each of the Company and Parent shall (and shall cause each CCI Subsidiary the Company Subsidiaries and each of their respective Affiliates the Parent Subsidiaries, respectively, to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, ) use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 VII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions and documents contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, ; and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI Parent after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets).

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of the STAR Parties and each of the STAR III Parties shall and shall cause each CCI Subsidiary the other STAR Subsidiaries and each of the other STAR III Subsidiaries, respectively, and their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no that neither Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of STAR after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI STAR after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of Company and Parent shall and shall cause each CCI Subsidiary the Company Subsidiaries, Merger Sub and each of any New Merger Sub and the other Parent Subsidiaries, respectively, and their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of to use their respective Affiliates to, use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger Mergers, the Asset Transfers and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers, the Asset Transfers and the other transactions contemplated by this Agreement Agreement, the giving of any notices to Governmental Authorities or other Persons and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers, the Asset Transfers and the other transactions contemplated by this Agreement, including complying expeditiously with any and all information and document requests by any Governmental Authority in connection with any investigation of the transactions contemplated hereby, (iviii) subject to Section 7.6(c7.7(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers, the Asset Transfers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers and the Asset Transfers so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger Mergers, the Asset Transfers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including Section 6.5), CCI each of the Company and Parent shall (and shall cause each CCI Subsidiary the Company Subsidiaries and each of their respective Affiliates the Parent Subsidiaries, respectively, to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, ) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 VII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms The Company and subject to the conditions set forth in this Agreement, CCI Parent shall and shall cause each CCI Subsidiary and each of use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to (i) take, or cause to be taken, all actions, appropriate action and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract otherwise to consummate and make effective, effective the transactions contemplated by this Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Merger Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the HSR Act), in connection with the authorization, execution and delivery of this Agreement and the other consummation of the transactions contemplated by herein, including without limitation the Offer and the Merger, (iii) as promptly as reasonably practicable, and in any event within 10 Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement, including the Offer and the Merger required under (iA) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfiedExchange Act, and any other applicable federal or state securities Laws, (iiB) the HSR Act, (C) the Other Required Governmental Approvals and (D) any other applicable Law and (iv) respond promptly and fully to any “second request” in connection with any filing under the HSR Act or similar inquiry by any Governmental Entity; provided, that the Company and Parent shall cooperate with each other in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9, the Proxy Statement and any applicationsOther Filings, notices(y) determining whether any action by or in respect of, registrations and requests as may be required or advisable to be filed with or submitted to filing with, any Governmental Authority in order to consummate the transactions contemplated by this AgreementEntity is required, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Offer or the Merger and the (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company and Parent shall furnish to each other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, information required for any Governmental Authority application or other Persons necessary filing under the rules and regulations of any applicable Law in connection with the consummation of the Merger and the other transactions contemplated by this Agreement. The parties shall as promptly as practicable after the date hereof (and in any event within 10 Business Days after the date hereof; provided that if either the Company or Parent fails to furnish or cause to be furnished such information and such other assistance as the other party or its agents may reasonably request in a timely manner to allow for the parties to reasonably meet such 10 Business Day deadline, then the parties shall have a reasonable additional period of time in which to make such joint filing as promptly as practicable after receiving such information and assistance from the relevant party), file a joint draft notification in respect of this Agreement and the Offer and the Merger with the Committee on Foreign Investment in the United States (iv“CFIUS”) subject pursuant to Section 7.6(c721(a) of the Exon-Xxxxxx Amendment to the Defense Production Act of 1950 (the “Exon-Xxxxxx Amendment”), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or with the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur formal joint filing made as soon as reasonably possible, and (v) executing and delivering any additional instruments practicable thereafter within the minimum amount of time reasonably necessary to address any questions or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes comments of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetsCFIUS.

Appropriate Action; Consents; Filings. (a) Upon Subject to Section 5.03, each of Parent and the terms Company shall (and subject to the conditions set forth in this Agreement, CCI shall and Parent shall cause each CCI Subsidiary and each of their respective Affiliates its affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, ) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 VI to be satisfied. Without limiting the generality of the foregoing, each of Parent and the Company shall (iiand Parent shall cause each of its affiliates to) preparing and filing any applications, notices, registrations and requests as may be required or advisable use its reasonable best efforts to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iiii) obtaining promptly obtain all necessary or advisable actions or nonactionsnon-actions, consents, licenses, permits (including Environmental Permits), waivers, consents approvals, authorizations and approvals orders from Governmental Authorities Entities or other Persons persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement hereby, including the Company Required Governmental Approvals and Parent Required Governmental Approvals, (ii) as promptly as practicable, and in any event within fifteen (15) Business Days after the making date hereof, make the filings required of them or their “ultimate parent entities” under the HSR Act, (iii) as promptly as practicable, make all necessary or advisable registrations and filings (including filings filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with any other Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority Entity or other Persons persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any defend all lawsuits or other legal proceedingslegal, whether judicial regulatory or administrative, other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining in each case until the issuance of a final, non-appealable order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to each such lawsuit or other proceeding, (v) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the Merger so as ability of the parties to enable consummate the Closing to occur as soon as reasonably possibletransactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect thereto, and (vvi) executing execute and delivering deliver any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetshereby.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI the Company and each of the Parent Parties shall and shall cause each CCI Subsidiary the other Company Entities and each of their respective Affiliates tothe other Parent Entities, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates torespectively, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 VII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents (including the Lender Consents) and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this AgreementAgreement (including promptly responding to all requests by a Governmental Authority or other Person for additional information in support of any such filing or request for approval or waiver), (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including Section 6.5), CCI each of the Company and Parent shall (and shall cause each CCI Subsidiary and each of their respective Affiliates Subsidiaries and Representatives to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, ) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 VII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement (including those contemplated by Section 7.2) and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Actions challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, possible and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI CMFT shall and shall cause each CCI CMFT Subsidiary and each of their respective Affiliates to, and CMR CCPT V shall and shall cause each CMR CCPT V Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of CMFT after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI CMFT after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets; provided, further, that CCPT V and the CCPT V Subsidiaries shall not take any of the actions referred to in the proceeding proviso (or agree to take such actions) without CMFT’s prior written consent and CMFT can compel CCPT V and the CCPT V Subsidiaries to take any of the actions referred to in the proceeding proviso (or agree to take such actions) if such actions are only effective after the Merger Effective Time.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI and without limiting the provisions of Section 6.3(b), each of the parties hereto shall (and shall cause each CCI Subsidiary its applicable Affiliates and each of Subsidiaries to) use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effectiveconsummate, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, including each of the parties agrees to use its reasonable best efforts to (i) taking all actions necessary to cause the conditions to Closing the Merger set forth in Article 8 VII to be satisfiedsatisfied as promptly as practicable, (ii) preparing obtain all necessary consents, approvals, orders, waivers, finding of suitability and filing any applicationsauthorizations of, noticesactions or non-actions by, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iiiincluding Gaming Authorities) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons any third party necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including the Merger, and the making of make all necessary or advisable registrations registrations, declarations and filings with, and notices to, any Governmental Authorities (including filings with Governmental Authorities, if anypursuant to the HSR Act and any other applicable Antitrust Law necessary to start any applicable waiting period and including under Gaming Laws) and the taking of take all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action a suit, action, proceeding or proceeding investigation by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, including the Merger; provided, that, in no event shall the Company or any of its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration to obtain any consent, approval, order, waiver or authorization in connection with the transactions contemplated by this Agreement, including the Merger, under any Contract other than de minimis amounts or amounts that are advanced or reimbursed substantially simultaneously by Parent, (iviii) subject to Section 7.6(c)vigorously defend or contest any claims, defending any lawsuits lawsuits, actions or other legal proceedings, whether judicial or administrativeadministrative and whether brought by a Governmental Authority or any third party, challenging this Agreement or that would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the Merger or and the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under (iv) oppose any antitrust, merger control, competition or trade regulation Law that may be asserted request by any Governmental Authority or any other person for any divestiture, hold separate condition, or any other restriction with respect to any assets, businesses, or product lines of either Parent or the Company, provided, however, that Parent and Merger Sub, subject to the limitations on Antitrust Divestiture Actions set forth in Section 6.3(b), shall use reasonable best efforts to ensure that the Merger so as closes before the Termination Date and to enable the Closing to occur as soon as reasonably possibleeliminate any impediments thereto, and (v) executing execute and delivering deliver any additional instruments reasonably necessary or advisable to consummate the Merger and the any other transactions contemplated to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out fully the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI REIT I and each of the REIT II Parties shall and shall cause each CCI Subsidiary the other REIT I Subsidiaries and each of the other REIT II Subsidiaries, respectively, and their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no that neither Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of REIT II after the Closing Date) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI REIT II after the ClosingClosing Date) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of the Company and Parent shall and shall cause each CCI Subsidiary the Company Subsidiaries and each of Parent Subsidiaries, respectively, and their respective Affiliates toAffiliates, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, (iviii) subject to Section 7.6(c7.7(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI CMFT shall and shall cause each CCI CMFT Subsidiary and each of their respective Affiliates to, and CMR CCIT III shall and shall cause each CMR CCIT III Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of CMFT after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI CMFT after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets; provided, further, that CCIT III and the CCIT III Subsidiaries shall not take any of the actions referred to in the proceeding proviso (or agree to take such actions) without CMFT’s prior written consent and CMFT can compel CCIT III and the CCIT III Subsidiaries to take any of the actions referred to in the proceeding proviso (or agree to take such actions) if such actions are only effective after the Merger Effective Time.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI the Company and each of the Parent Parties shall and shall cause each CCI Subsidiary the other Company Entities and each of their respective Affiliates tothe other Parent Entities, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates torespectively, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 VII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents (including the Lender Consents) and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement (including the submission of the Continuing Membership Application of each Broker) and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this AgreementAgreement (including promptly responding to all requests by a Governmental Authority or other Person for additional information in support of any such filing or request for approval or waiver), (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything . Without limitation to the contrary in foregoing, within fourteen (14) days of the execution of this Agreement, no Party the Company will have any obligation prepare and file each Broker’s Continuing Membership Application with FINRA pursuant to FINRA (ANASD) Rule 1017 in connection with the Merger and the other transactions contemplated hereby (unless such fourteenth (14th) day is not a Business Day, in which case such filing shall be made on or prior to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of first Business Day immediately following such Party, any of its subsidiaries or their Affiliates or fourteenth (B14th) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetsday).

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of Company and Parent shall and shall cause each CCI Subsidiary the Company Subsidiaries, Merger Sub and each of the other Parent Subsidiaries, respectively, and their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of to use their respective Affiliates to, use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, the giving of any notices to Governmental Authorities or other Persons and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, including complying expeditiously with any and all information and document requests by any Governmental Authority in connection with any investigation of the transactions contemplated hereby, (iviii) subject to Section 7.6(c7.7(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided. In addition, that, notwithstanding anything from the date of this Agreement until the mailing or delivery of the definitive Proxy Statement to the contrary Company's stockholders pursuant to Section 7.1(a), Company and Parent shall, and shall cause the Company Subsidiaries and the Parent Subsidiaries, respectively, to, cooperate in this Agreementgood faith to consider and determine the feasibility of, no Party will have any obligation (A) to propose, and if possible structure and negotiate, commit a transaction involving the contribution by Advisor to or effectCompany LP of certain assets, by consent decree, hold separate order or otherwise, including the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries Company Advisory Agreement (including subsidiaries any amendments thereto) and certain intellectual property, in exchange for units of CCI after the Closing) or their Affiliates with respect tolimited partnership in Company LP, or an alternative structure designed to achieve a similar result, acceptable to both Company and Parent in their ability to retain, one or more of their businesses, product lines or assetssole discretion.

Appropriate Action; Consents; Filings. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, CCI shall the parties hereto will cooperate with each other and shall use (and will cause each CCI Subsidiary and each of their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of Subsidiaries to use) their respective Affiliates to, use its reasonable best efforts to take, or consummate the transactions contemplated by this Agreement prior to the Termination Date and to cause the conditions to the Merger set forth in Article VI to be takensatisfied as promptly as reasonably practicable prior to the Termination Date, including using reasonable best efforts to accomplish the following as promptly as reasonably practicable prior to the Termination Date: (i) the obtaining of all actions or non-actions, consents, approvals, registrations, waivers, permits, authorizations, orders, expirations or terminations of waiting periods and to do, other confirmations from any Governmental Authority or cause to be done, and to assist and cooperate with the other Parties in doing, all things Person that are or may become necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, in connection with the Merger and consummation of the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, Merger; (ii) preparing the preparation and filing any applicationsmaking of all registrations, filings, forms, notices, registrations petitions, statements, submissions of information, applications and requests as other documents (including filings with Governmental Authorities) that are or may be required become necessary, proper or advisable to be filed in connection with or submitted to any Governmental Authority in order to consummate the consummation of the transactions contemplated by this Agreement, including the Merger; (iii) obtaining the taking of all necessary steps as may be necessary, proper or advisable actions to obtain an approval from, or nonactionsto avoid a Proceeding by, waivers, consents and approvals from any Governmental Authorities Authority or other Persons necessary Person in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, including the Merger; (iv) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or that would otherwise prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement, including the Merger, performed or consummated by each party in accordance with the terms of this Agreement, including seeking to have any stay or stay, temporary restraining order or injunction entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, ; and (v) executing the execution and delivering delivery of any additional instruments that are or may become reasonably necessary necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement Agreement, including the Merger, and to fully carry out fully the purposes of this Agreement; provided. Each of the parties hereto shall, thatin consultation and cooperation with the other parties and as promptly as reasonably practicable, notwithstanding but in any event within ten (10) Business Days after the date of this Agreement, make its respective filings under the HSR Act, and make any other applications and filings as reasonably determined by the Company and Parent under other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement, as promptly as practicable, but in no event later than as required by Law. Parent shall pay all filing fees and other charges for the filings required under any Antitrust Law by the Company and Parent. Notwithstanding anything to the contrary contained in this Agreement, no Party will have any obligation (A) to proposewithout the prior written consent of Parent, negotiate, commit to none of the Company or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries Subsidiaries or their Affiliates will grant or offer to grant any accommodation or concession (B) otherwise to take financial or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect tootherwise), or their ability make any payment, to retain, one any third party (other than filing fees to any Governmental Authority) in connection with seeking or more of their businesses, product lines or assetsobtaining its consent to the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI the Company and Parent shall and shall cause each CCI Subsidiary the other Company Entities and each of their respective Affiliates tothe other Parent Entities, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates torespectively, to use its or their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract or agreement to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 VII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement (including the Continuing Membership Application of Securities Corp) and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, Agreement (iv) subject including promptly responding to Section 7.6(c), defending any lawsuits all requests by a Governmental Authority or other legal proceedings, whether judicial Person for additional information in support of any such filing or administrative, challenging this Agreement request for approval or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, waiver) and (viii) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything . Without limitation to the contrary in foregoing, within 14 days of the execution of this Agreement, no Party the Company will have any obligation prepare and file Securities Corp’s Continuing Membership Application with FINRA pursuant to FINRA (ANASD) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, Rule 1017 in connection with the sale, divestiture or Merger and the other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetstransactions contemplated hereby.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of Xxxx and Spirit shall and shall cause each CCI Subsidiary the Xxxx Subsidiaries and each of the Spirit Subsidiaries, respectively, and their respective Affiliates toAffiliates, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI shall each of the Company Parties and each of the Parent Parties shall, and shall cause each CCI Subsidiary the Company Subsidiaries and each of their respective Affiliates tothe Parent Subsidiaries, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates torespectively, to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 VII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers, so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided. In addition, that, notwithstanding anything to during the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwiseInterim Period, the saleCompany Parties shall furnish such information and provide such assistance to, divestiture and otherwise cooperate with, the Parent Parties, in each case, as the Parent Parties may reasonably request, in connection with any actions contemplated to be taken by the Parent Parties from and after the Effective Time with respect to all or other disposition any portion of any the assets of the Company Parties or businesses of such Party, any of its subsidiaries the Company Subsidiaries, provided that any requirement, condition, limitation, understanding, agreement or their Affiliates order that any of the Company Parties or (B) otherwise to take Company Subsidiaries enters into or commit to take undertakes at the request of the Parent Parties shall not bind the Company Parties or any actions that would limit other Company Subsidiaries unless and until the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetsEffective Time occurs.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each Party shall and shall cause each CCI Subsidiary and each of their its respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 ARTICLE VIII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority Entity in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities Entities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority Entity or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no that neither Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries Subsidiaries (including Subsidiaries of Parent after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries Subsidiaries (including subsidiaries Subsidiaries of CCI Parent after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms The Company and subject to the conditions set forth in this Agreement, CCI Parent shall and shall cause each CCI Subsidiary and each of use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to (i) take, or cause to be taken, all actions, appropriate action and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract otherwise to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of effective the Merger and the other transactions contemplated by this Agreement and as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the making Company or any of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver fromtheir respective Subsidiaries, or to avoid an any action or proceeding byby any Governmental Entity (including those in connection with the HSR Act and Title 30: Public Service, Vermont Statutes Annotated), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) cause the satisfaction of all conditions set forth in Article VI, (iv) vigorously defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable order, (v) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby and (vi) as promptly as practicable, and in any event within 60 days after the date hereof, make or cause to be made all necessary applications and filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement and the Merger required under or with respect to the Company Required Governmental Approvals, the HSR Act, Title 30: Public Service, Vermont Statutes Annotated, Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 1988, and any other applicable Law; provided, that the Company and Parent shall cooperate with each other in connection with determining whether any action by or in respect of, or filing with, any Governmental Authority or other Persons necessary Entity is required in connection with the consummation of the Merger and seeking any such actions, consents, approvals or waivers or making any such filings. The Company and Parent shall furnish to each other all information required for any application or other filing under the other rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Neither the Company nor Parent shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other, (iv) subject to Section 7.6(c)which consent shall not be unreasonably withheld, defending delayed or conditioned. Neither Parent nor the Company, directly or indirectly through one or more of their respective affiliates, shall take any lawsuits action, including acquiring or making any investment in any corporation, partnership, limited liability company or other legal proceedingsbusiness organization or any division or assets thereof, whether judicial or administrative, challenging this Agreement that would reasonably be expected to cause a material delay in the satisfaction of the conditions contained in Article VI or the consummation of the Merger Merger. Without limiting the foregoing, Parent agrees to take, or the other transactions contemplated by this Agreementcause to be taken, including seeking any and all steps and to have make, or cause to be made, any stay and all undertakings necessary to avoid or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of eliminate each and every impediment under any antitrust, merger control, competition or trade regulation Law or any other Law applicable to the Company, any Company Subsidiary or the Merger that may be asserted by any Governmental Authority Entity with respect to the Merger so as to enable the Closing Effective Time and the Closing, respectively, to occur as soon promptly as reasonably possible, practicable (and (v) executing and delivering in any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreementevent, no Party will have any obligation later than the Extended Outside Date), including (A) proposing, negotiating, committing to propose, negotiate, commit to or effectand effecting, by consent decree, hold separate order or otherwise, the sale, divestiture divestiture, licensing or other disposition of any such assets or businesses of such Party, Parent or the Company or any of its subsidiaries or their Affiliates respective Subsidiaries or (B) accepting any operational restrictions, including restrictions on the ability to change rates or charges or standards of service, or otherwise taking or committing to take or commit to take any actions that would limit the Parent’s or any Parent Subsidiary’s freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates action with respect to, or their its ability to retainretain or freely operate, one any of the assets, properties, licenses, rights, product lines, operations or more businesses of Parent, the Company or any of their businessesrespective Subsidiaries, product lines in each case as may be required in order to avoid the entry of, or assetsto effect the lifting or dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time or the Closing, as applicable. Notwithstanding the foregoing or anything in this Agreement to the contrary, Parent shall not be required to, and the Company shall not, in connection with obtaining any consents or approvals hereunder, or in connection with otherwise complying with any provisions of this Agreement, consent to or take any action of the types described above, including proposing or making any divestiture or other undertaking or proposing, accepting or entering into any consent decree, hold separate order or operational restriction, in each case, that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on Parent, the Surviving Corporation and the Parent Subsidiaries, taken as a whole. For the avoidance of doubt, none of the exclusions set forth in the definition of “Company Material Adverse Effect” shall be deemed to apply to any reference to “material adverse effect” in this Section 5.5(a).

Appropriate Action; Consents; Filings. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, CCI shall and shall cause each CCI Subsidiary and each of the parties hereto will use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, effective the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary Agreement and to cause the conditions to Closing the Merger set forth in Article 8 VI to be satisfied, including using reasonable best efforts to accomplish the following: (iii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waiversnon-actions, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including the Merger, and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, including the Merger, (ivii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including the Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance reversed and (iii) prompt provision of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by additional information to any Governmental Authority with respect to as such Governmental Authority may lawfully request and the Merger so as to enable the Closing to occur as soon as reasonably possible, execution and (v) executing and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and any other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement. Each of the parties hereto shall as promptly as reasonably practicable after the date of this Agreement, upon a date to be mutually agreed upon by the parties hereto (and in any event within ten (10) Business Days following the date of this Agreement, unless agreed otherwise by the parties hereto), make its respective filings under the HSR Act. Each of the parties hereto shall as promptly as reasonably practicable after the date of this Agreement, upon a date to be mutually agreed upon by the parties hereto, make any other applications and filings as reasonably determined by the Company and Parent under other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; providedas promptly as reasonably practicable, that, notwithstanding but in no event later than as required by Law. Notwithstanding anything to the contrary contained in this Agreement, no Party will have neither Parent nor the Company or any obligation (A) to proposeof their respective Affiliates shall be required to, negotiateand without the prior written consent of Parent, commit to none of the Company or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries Subsidiaries or their Affiliates will, grant or offer to grant any accommodation or concession (B) otherwise financial or otherwise), or make any payment, to take any third Person in connection with seeking or commit obtaining its consent to take any the transactions contemplated by this Agreement (it being understood that this sentence does not apply to the actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closingrequired by Section 5.3(d) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetsSection 5.3(e)).

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of HI-REIT and XXXXXXX XX shall and shall cause each CCI Subsidiary and each of their respective Affiliates to, Subsidiaries and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable advisable, including under applicable Applicable Law or pursuant to any Contract Contract, to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 VIII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority Entity in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Authorities Entities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority Entity or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority Entity with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no that neither Party will have any obligation (Ai) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of XXXXXXX XX after the Closing) or their Affiliates or (Bii) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI XXXXXXX XX after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines businesses or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI shall each Purchaser and each Seller Party shall, and the Company shall cause each CCI Subsidiary the Target Companies and each of their respective Affiliates tothe Asset Sellers, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates torespectively, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger Sale and the other transactions contemplated by this AgreementContemplated Transactions, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 9 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Sale and the other transactions contemplated by this Agreement Contemplated Transactions and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Sale and the other transactions contemplated by this AgreementContemplated Transactions, (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedingsLegal Proceedings, whether judicial or administrative, challenging this Agreement or any ancillary agreements related hereto or the consummation of the Merger Sale or the other transactions contemplated by this AgreementContemplated Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Sale so as to enable the Closing to occur as soon as reasonably possible, provided that decisions to defend any lawsuits or other Legal Proceedings based on or involving antitrust claims will be in the sole discretion of the Ski Purchaser and should the Ski Purchaser decide to defend any such lawsuits or other Legal Proceedings, it shall have the right to direct all matters related to such lawsuit or other Legal Proceedings, and provided, further, that nothing in this Agreement shall require (x) the Attractions Purchaser (or any Affiliate thereof) to divest or otherwise dispose of any Purchaser Property or (y) the Ski Purchaser (or any Affiliate thereof) to divest or otherwise dispose of any of its property, or otherwise take or commit to take any action that limits the Ski Purchaser’s (or its Affiliates’) freedom of action with respect to, or its ability to retain, the Ski Assets or any material portion thereof, or any of its (or their) other assets or businesses, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger Sale and the other transactions contemplated by this Agreement Contemplated Transactions and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of the REIT I Parties and each of the REIT II Parties shall and shall cause each CCI Subsidiary the other REIT I Subsidiaries and each of the other REIT II Subsidiaries, respectively, and their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no that neither Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of REIT II after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI REIT II after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.. 82

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of Terra BDC and Terra REIT shall and shall cause each CCI Subsidiary the Terra BDC Subsidiaries and each of the Terra REIT Subsidiaries, respectively, and their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no that neither Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of Terra REIT after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI Terra REIT after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon Subject to the terms and subject to conditions of this Agreement (including the conditions limitations set forth in this AgreementSection 5.6), CCI shall and shall cause each CCI Subsidiary and each of the parties hereto will use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, effective the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary hereby and to cause the conditions to Closing the Mergers set forth in Article 8 VI to be satisfied, including using reasonable best efforts to accomplish the following: (iii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waiversnon-actions, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including the Mergers, and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, including the Mergers, (ivii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated hereby, including the Mergers, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, reversed and (viii) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the any other transactions contemplated to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out fully the purposes of this Agreement; provided. Each of the parties hereto shall promptly (and in no event later than ten (10) Business Days following the date that this Agreement is executed) make and not withdraw (without the other’s consent) its respective filings under the HSR Act, that, notwithstanding anything and thereafter make any other applications and filings as reasonably determined by the Company and Parent under other applicable Antitrust Laws with respect to the contrary transactions contemplated hereby as promptly as practicable, but in this Agreement, no Party will have event later than as required by Law. Parent shall pay all filing fees and other charges for the filings required under any obligation (A) to propose, negotiate, commit to or effect, Antitrust Law by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetsCompany and Parent.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of the Company and Parent shall and shall cause each CCI Subsidiary the Company Subsidiaries and each of their respective Affiliates tothe Parent Subsidiaries, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates torespectively, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 VIII and the Offer Conditions to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Offer or the Merger so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Offer, the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI SmartStop shall and shall cause each CCI SmartStop Subsidiary and each of their respective Affiliates to, and CMR SST IV shall and shall cause each CMR SST IV Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of SmartStop after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI SmartStop after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of the REIT III Parties and each of the REIT II Parties shall and shall cause each CCI Subsidiary the other REIT III Subsidiaries and each of the other REIT II Subsidiaries, respectively, and their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to the Closing set forth in Article 8 VIII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no that neither Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of REIT II after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI REIT II after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms Subject to Section 5.3(d) hereof, Seller and subject to the conditions set forth in this Agreement, CCI Purchaser shall and shall cause each CCI Subsidiary and each of their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract otherwise to consummate and make effective, effective the transactions contemplated by this Agreement as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including to: (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required (A) to be satisfied, (ii) preparing and filing obtained or made by Seller or Purchaser or any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order of their Affiliates to consummate the transactions contemplated by this Agreement, (iiiB) obtaining all necessary to avoid any action or advisable actions or nonactionsproceeding by any Governmental Entity (including, waiverswithout limitation, consents and approvals from Governmental Authorities or other Persons necessary those in connection with the consummation HSR Act and antitrust and competition Laws of the Merger and the any other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if anyapplicable jurisdiction) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation authorization, execution and delivery of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or and to permit the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing hereby to occur as soon as reasonably possible, or (C) renew or extend, as applicable, each expired License which is not in full force and effect and (vii) executing promptly make all necessary filings, and delivering thereafter make any additional instruments reasonably necessary other required submissions, with respect to this Agreement required under (A) the HSR Act and antitrust and competition Laws of any other applicable jurisdiction, in each case, to the extent required by applicable Law, (B) the Communications Act or advisable (C) any other applicable Law. Seller and Purchaser shall cooperate with each other in connection with the making of all filings referenced in the preceding sentence, including providing copies of all such documents to consummate the Merger non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Purchaser shall have the right to review in advance, and, to the extent practicable, each shall consult the other on, all the information relating to Seller or Purchaser, as the case may be, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement Agreement. Seller and to fully carry out the purposes of this Agreement; providedPurchaser may, thatas each deems reasonably advisable and necessary, notwithstanding anything designate any competitively sensitive information provided to the contrary other under this Section 5.3(a) as "outside counsel only." Such information shall be given only to outside counsel of the recipient. In addition, Purchaser and Seller may redact any information from such documents shared with the other party or its counsel that is not pertinent to the subject matter of the filing or submission. Each of Seller and Purchaser shall bear its own costs and expenses in connection with its performance under this AgreementSection 5.3; except that (i) the first $125,000 of filing fees in connection with any required filings or submissions under the HSR Act shall be borne one-half by Seller and one-half by Purchaser, no Party will have any obligation and Purchaser shall be solely responsible for all such fees in excess of that amount and (Aii) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, Purchaser shall reimburse Seller promptly for the sale, divestiture or other disposition amount of any assets or businesses fees imposed by the FCC for filing of such Party, applications necessary to obtain any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetsRequired Consents.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI the Company and each of the Parent Entities shall and shall cause each CCI Subsidiary the other Company Entities and each of their respective Affiliates tothe other Parent Entities, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates torespectively, to use its or their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract or agreement to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 VII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement (including the Continuing Membership Application of Securities Corp) and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, Agreement (iv) subject including promptly responding to Section 7.6(c), defending any lawsuits all requests by a Governmental Authority or other legal proceedings, whether judicial Person for additional information in support of any such filing or administrative, challenging this Agreement request for approval or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possiblewaiver), and (viii) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything . Without limitation to the contrary in foregoing, within 14 days of the execution of this Agreement, no Party the Company will have any obligation prepare and file Securities Corp’s Continuing Membership Application with FINRA pursuant to FINRA (ANASD) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, Rule 1017 in connection with the sale, divestiture or Merger and the other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetstransactions contemplated hereby.

Appropriate Action; Consents; Filings. (a) Upon Parent shall (and shall cause Sub, the terms Guarantor and each of its and their applicable affiliates to) and, subject to Section 5.03, the Company shall (and shall cause its Subsidiaries to), use its respective reasonable best efforts to consummate the Transactions and to cause the conditions set forth in this AgreementARTICLE VI to be satisfied. Without limiting the generality of the foregoing, CCI Parent shall (and shall cause each CCI Subsidiary Sub and each of their respective Affiliates applicable affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, ) use its reasonable best efforts to takeand, or cause subject to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicableSection 5.03, the Merger Company shall (and shall cause each of the other transactions contemplated by this Agreement, including Company Subsidiaries to) use its reasonable best efforts to: (i) taking promptly obtain all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, consents, Permits (including Environmental Permits), waivers, consents approvals, authorizations and approvals orders from Governmental Authorities Entities or other Persons persons necessary or advisable in connection with the consummation of the Merger Transactions, (ii) as promptly as practicable, and in any event within ten (10) Business Days after the other transactions contemplated by date of this Agreement (solely with respect to the HSR Act), make and not withdraw (without the making of Company’s consent) all registrations and filings with any Governmental Entity or other persons necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Transactions, including the filings required of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under the HSR Act or any other Antitrust Law, and the other transactions contemplated by this Agreementpromptly make any further filings pursuant thereto that may be necessary or advisable, (iviii) subject to Section 7.6(c), defending any contest and defend all lawsuits or other legal proceedingslegal, whether judicial regulatory, administrative or administrative, other Proceedings to which it or any of its affiliates is a party challenging or affecting this Agreement or the consummation of the Merger or Transactions, in each case until the other transactions contemplated by this Agreementissuance of a final, including seeking non-appealable Order with respect to each such Proceeding, (iv) seek to have lifted or rescinded any stay injunction or temporary restraining order entered by which may adversely affect the ability of the parties hereto to consummate the Transactions, in each case until the issuance of a final, non-appealable Order with respect thereto, (v) seek to resolve any court objection or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted assertion by any Governmental Authority with respect to Entity challenging this Agreement or the Merger so as to enable the Closing to occur as soon as reasonably possibleTransactions, and (vvi) executing execute and delivering deliver any additional instruments reasonably necessary or advisable to consummate the Merger Transactions. The Company and the other transactions contemplated by Company Subsidiaries shall not be required to make any concessions under this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions Section 5.06 that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after are not conditioned upon the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon Subject to the terms and subject to conditions of this Agreement (including the conditions limitations set forth in this AgreementSection 6.5), CCI shall and shall cause each CCI Subsidiary and each of the parties hereto will use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, effective the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary hereby and to cause the conditions to Closing the Merger set forth in Article 8 VII to be satisfied, including using reasonable best efforts to accomplish the following: (iii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waiversnon-actions, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including the Merger, and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, including the Merger, (ivii) subject to Section 7.6(c)the obtaining of all other necessary consents, approvals or waivers from Third Parties, (iii) the defending of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated hereby (“Merger Litigation”), including the Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, reversed and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the any other transactions contemplated to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out fully the purposes of this Agreement; provided. Each of the parties hereto shall promptly (and in no event later than ten (10) Business Days following the date that this Agreement is executed) make and not withdraw its respective filings under the HSR Act, that, notwithstanding anything and make as soon as reasonably practicable after the date hereof any other applications and filings as reasonably determined by Company and Parent under applicable Antitrust Laws with respect to the contrary transactions contemplated hereby, including the Merger. Notwithstanding the foregoing, obtaining any Third Party consents, approvals or waivers pursuant to Section 6.3(a)(ii) above shall not be considered a condition to the obligations of Parent and Acquisition Sub to consummate the Merger. The Company shall give Parent the right to review and comment on all material filings or responses to be made by the Company in this Agreementconnection with any Merger Litigation, and the right to consult on the settlement with respect to such Merger Litigation, and the Company will in good faith take such comments into account, and, no Party will have any obligation (A) such settlement shall be agreed to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect toto the Company without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or their ability to retain, one or more of their businesses, product lines or assetsdelayed).

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI CMFT shall and shall cause each CCI CMFT Subsidiary and each of their respective Affiliates to, and CMR CCIT II shall and shall cause each CMR CCIT II Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of CMFT after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI CMFT after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets; provided, further, that CCIT II and the CCIT II Subsidiaries shall not take any of the actions referred to in the proceeding proviso (or agree to take such actions) without CMFT’s prior written consent and CMFT can compel CCIT II and the CCIT II Subsidiaries to take any of the actions referred to in the proceeding proviso (or agree to take such actions) if such actions are only effective after the Merger Effective Time.

Appropriate Action; Consents; Filings. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, CCI shall and shall cause each CCI Subsidiary and each of the parties hereto will use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effectiveeffective the transactions contemplated hereby and to cause the conditions to the Merger set forth in Article VII to be satisfied, as promptly as practicableincluding (i) in the case of the Parents, the obtaining of all necessary approvals under any applicable communication Laws required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause any obligations of the conditions to Closing set forth Parents in Article 8 to be satisfied, accordance with Section 6.05(b); (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waiversnon-actions, consents and approvals from Governmental Authorities or other Persons persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, Authorities if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, ; (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger transactions performed or consummated by such party in accordance with the other transactions contemplated by terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, ; and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement; provided. Each of the parties hereto shall promptly (in no event later than fifteen (15) business days following the date that this Agreement is executed) make its respective filings, that, notwithstanding anything and thereafter make any other required submissions under the HSR Act and any applicable non-U.S. competition or antitrust Laws with respect to the contrary transactions contemplated hereby. The Parents and the Company shall cooperate to prepare such applications as may be necessary for submission to the FCC in order to obtain the FCC Consent (the “FCC Applications”) and shall promptly (in no event later than thirty (30) business days following the date that this AgreementAgreement is executed) file such FCC Applications with the FCC. Said FCC Applications shall specify that Mergerco, no Party will have or any obligation person having an attributable ownership interest in Mergerco as defined for purposes of applying the FCC Media Ownership Rules (A) to propose“Attributable Investor”), negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of shall render non-attributable all interests in any assets or businesses of which would conflict with the FCC Media Ownership Rules (including, without limitation, the equity debt plus rules) if such Partyinterests were held by Mergerco or any Attributable Investor following the Effective Time, including, without limitation, any such interest that Mergerco or any Attributable Investor is or may become obligated to acquire (the “Attributable Interest”). The Parents shall, and the Parents shall cause each Attributable Investor to, (i) render non-attributable under the FCC Media Ownership Rules each Attributable Interest, and (ii) not acquire or enter into any agreement to acquire any Attributable Interest, and not permit to exist any interest that conflicts with the FCC’s alien ownership rules. The action required by clause (i) above shall be completed not later than the Effective Time. The parties shall diligently take, or cooperate in the taking of, all necessary, desirable and proper actions, and provide any additional information, reasonably required or requested by the FCC. Each of the Parents and the Company will keep the other informed of any material communications (including any meeting, conference or telephonic call) and will provide the other copies of all correspondence between it (or its advisors) and the FCC and each of the Parents and the Company will permit the other to review any material communication relating to the FCC Applications to be given by it to the FCC. Each of the Parents and the Company shall notify the other in the event it becomes aware of any other facts, actions, communications or occurrences that might directly or indirectly affect the Parents’ or the Company’s intent or ability to effect prompt FCC approval of the FCC Applications. The Parents and the Company shall oppose any petitions to deny or other objections filed with respect to the FCC Applications and any requests for reconsideration or judicial review of the FCC Consent. Each of the Parents and the Company agrees not to, and shall not permit any of their respective subsidiaries or their Affiliates or (B) otherwise to take or commit to to, take any actions action that would limit reasonably be expected to materially delay, materially impede or prevent receipt of the freedom FCC Consent. The fees required by the FCC for the filing of such Party, its subsidiaries the FCC Applications shall be borne one-half by the Parents (including subsidiaries on behalf of CCI after Mergerco) and one-half by the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.Company

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI shall REIT I and REIT II shall, and shall cause each CCI Subsidiary the REIT I Subsidiaries and each of their respective Affiliates tothe REIT II Subsidiaries, respectively, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the REIT Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to the Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the REIT Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the REIT Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the REIT Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger REIT Merger, so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the REIT Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything Agreement and (vi) if any Takeover Statute is or becomes applicable to the contrary in REIT Merger or any of the other transactions contemplated by this Agreement, no taking all action necessary so that the REIT Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise eliminating or minimizing the effect of such Takeover Statute on the REIT Merger and the other transactions contemplated by this Agreement; provided that neither Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of REIT II after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI REIT II after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon Subject to Section 6.6, the terms and subject to the conditions set forth in this Agreement, CCI shall and shall cause each CCI Subsidiary and each of parties hereto will use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, effective the transactions contemplated hereby and to cause the conditions to the Merger and the other transactions contemplated by this Agreementset forth in Article VII to be satisfied, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing obtaining and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining maintaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (ivii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger transactions performed or consummated by such party in accordance with the other transactions contemplated by terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (viii) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out fully the purposes of this Agreement; provided. Each of the parties hereto shall promptly (and in no event later than ten (10) Business Days following the date that this Agreement is executed) make its respective filings, that, notwithstanding anything and thereafter make any other submissions required or advisable under the HSR Act or other Antitrust Law with respect to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetstransactions contemplated hereby.

Appropriate Action; Consents; Filings. (a) Upon the terms Each of Galenica, Purchaser and subject Relypsa have agreed to the conditions set forth in this Agreement, CCI shall and shall cause each CCI Subsidiary and each of their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party or parties in doing, all things reasonably necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as in the most expeditious manner practicable, the Offer, the Merger and each of the other transactions contemplated by this Merger Agreement, including (i) taking all actions necessary to using reasonable best efforts to: • cause the Offer Conditions and the conditions to Closing set forth in Article 8 the Merger to be satisfiedsatisfied as promptly as practicable after the date of the Merger Agreement, (ii) preparing • obtain, as promptly as practicable after the date of the Merger Agreement, and filing any applicationsmaintain all necessary actions or non-actions, noticeswaivers, registrations consents, approvals, orders and requests as may be required or advisable to be filed authorizations from governmental authorities and make all necessary registrations, declarations, notifications and filings with or submitted to any Governmental Authority in order governmental authorities that are necessary to consummate the Offer and the Merger, • resist, contest, appeal and remove any legal proceeding and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, restricts or restrains the consummation of the transactions contemplated by this the Merger Agreement, (iii) obtaining and • at the written request of Galenica, obtain all necessary or advisable actions or nonactionsappropriate consents, waivers, consents waivers and approvals from Governmental Authorities under any material contracts to which Relypsa or other Persons necessary any of its subsidiaries is a party in connection with the Merger Agreement and the consummation of the Merger and the other transactions contemplated by this thereby. Both Galenica and Relypsa have agreed, on behalf of themselves and their respective affiliates, that, between the date of the Merger Agreement and the making Effective Time, neither Galenica nor Relypsa will, and neither Galenica nor Relypsa will cause their respective affiliates to, directly or indirectly, (a) acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of all necessary the assets of or advisable registrations and filings (including filings with Governmental Authoritiesequity in, or by any other manner, any business or any third party or division or part thereof, or any securities or collection of assets, if any) and the taking of all reasonable steps as may doing so would or would reasonably be necessary or advisable expected to obtain an approval or waiver fromresult in any material delay in obtaining, or to avoid an action or proceeding bymaterially increase the risk of not obtaining, any Governmental Authority consent or other Persons necessary approval of any governmental body required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this the Merger Agreement or would otherwise reasonably be expected to restrict, prevent, prohibit, impede or materially delay the consummation of Offer, the Merger or any other transaction contemplated by the Merger Agreement, or (b) take or agree to take any other action that would result in any material delay in obtaining, or materially increase the risk of not obtaining, any consent or approval of any governmental body required in connection with the transactions contemplated by this Agreementthe Merger Agreement or would otherwise reasonably be expected to restrict, including seeking to have any stay prevent, prohibit, impede or temporary restraining order entered by any court or other Governmental Authority vacated or reversedmaterially delay the Offer, the avoidance of each and every impediment under Merger or any antitrust, merger control, competition or trade regulation Law that may be asserted other transaction contemplated by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of the Company Parties and each of the Sxxxxxxxxx Parties shall and shall cause each CCI Subsidiary the other Company Subsidiaries and each of the other Sxxxxxxxxx Subsidiaries, respectively, and their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority or Agency in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities Authorities, Agencies or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental AuthoritiesAuthorities and Agencies, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no that neither Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including Company after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI Company after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of the Company Parties and each of the Parent Parties shall and shall cause each CCI Subsidiary the other Company Entities and each of their respective Affiliates tothe other Parent Entities, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates torespectively, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 ‎‎Article VII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms The Company and subject to the conditions set forth in this Agreement, CCI Parent shall and shall cause each CCI Subsidiary and each of use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to (i) take, or cause to be taken, all actions, appropriate action and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract otherwise to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of effective the Merger and the other transactions contemplated by this Agreement and as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the making Company or any of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver fromtheir respective Subsidiaries, or to avoid an any action or proceeding byby any Governmental Entity (including those in connection with the HSR Act and Title 30: Public Service, Vermont Statutes Annotated), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) cause the satisfaction of all conditions set forth in Article VI, (iv) vigorously defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable order, (v) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby and (vi) as promptly as practicable, and in any event within 60 days after the effective date hereof, make or cause to be made all necessary applications and filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement and the Merger required under or with respect to the Company Required Governmental Approvals, the HSR Act, Title 30: Public Service, Vermont Statutes Annotated, Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 1988, and any other applicable Law; provided, that the Company and Parent shall cooperate with each other in connection with determining whether any action by or in respect of, or filing with, any Governmental Authority or other Persons necessary Entity is required in connection with the consummation of the Merger and seeking any such actions, consents, approvals or waivers or making any such filings. The Company and Parent shall furnish to each other all information required for any application or other filing under the other rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Neither the Company nor Parent shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other, (iv) subject to Section 7.6(c)which consent shall not be unreasonably withheld, defending delayed or conditioned. Neither Parent nor the Company, directly or indirectly through one or more of their respective affiliates, shall take any lawsuits action, including acquiring or making any investment in any corporation, partnership, limited liability company or other legal proceedingsbusiness organization or any division or assets thereof, whether judicial or administrative, challenging this Agreement that would reasonably be expected to cause a material delay in the satisfaction of the conditions contained in Article VI or the consummation of the Merger Merger. Without limiting the foregoing, Parent agrees to take, or the other transactions contemplated by this Agreementcause to be taken, including seeking any and all steps and to have make, or cause to be made, any stay and all undertakings necessary to avoid or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of eliminate each and every impediment under any antitrust, merger control, competition or trade regulation Law or any other Law applicable to the Company, any Company Subsidiary or the Merger that may be asserted by any Governmental Authority Entity with respect to the Merger so as to enable the Closing Effective Time and the Closing, respectively, to occur as soon promptly as reasonably possible, practicable (and (v) executing and delivering in any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreementevent, no Party will have any obligation later than the Extended Outside Date), including (A) proposing, negotiating, committing to propose, negotiate, commit to or effectand effecting, by consent decree, hold separate order or otherwise, the sale, divestiture divestiture, licensing or other disposition of any such assets or businesses of such Party, Parent or the Company or any of its subsidiaries or their Affiliates respective Subsidiaries or (B) accepting any operational restrictions, including restrictions on the ability to change rates or charges or standards of service, or otherwise taking or committing to take or commit to take any actions that would limit the Parent’s or any Parent Subsidiary’s freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates action with respect to, or their its ability to retainretain or freely operate, one any of the assets, properties, licenses, rights, product lines, operations or more businesses of Parent, the Company or any of their businessesrespective Subsidiaries, product lines in each case as may be required in order to avoid the entry of, or assetsto effect the lifting or dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time or the Closing, as applicable. Notwithstanding the foregoing or anything in this Agreement to the contrary, Parent shall not be required to, and the Company shall not, in connection with obtaining any consents or approvals hereunder, or in connection with otherwise complying with any provisions of this Agreement, consent to or take any action of the types described above, including proposing or making any divestiture or other undertaking or proposing, accepting or entering into any consent decree, hold separate order or operational restriction, in each case, that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on NNEEC, the Surviving Corporation and the NNEEC Subsidiaries, taken as a whole. For the avoidance of doubt, none of the exclusions set forth in the definition of “Company Material Adverse Effect” shall be deemed to apply to any reference to “material adverse effect” in this Section 5.5(a).

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI shall including Section 5.5(i), each of Company and Purchaser shall, and shall cause each CCI Subsidiary and each of their respective Affiliates to, Subsidiaries and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger SoftBank Investment and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 6 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Authorities (including to satisfy the Regulatory Conditions) or other Persons necessary in connection with the consummation of the Merger SoftBank Investment and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations registrations, notifications, notices and filings (including filings with Governmental Authorities, if any) Authorities and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid or cause to be withdrawn or terminated an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger SoftBank Investment and the other transactions contemplated by this Agreement, and (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Antitrust Law that may be asserted by any Governmental Authority with respect to the Merger SoftBank Investment and the other transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of Company and Parent shall and shall cause each CCI Subsidiary the Company Subsidiaries and each of the Parent Subsidiaries, respectively, and their respective Affiliates toAffiliates, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iviii) subject to Section 7.6(c7.8(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions 91 contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, CCI each party shall and shall cause each CCI Subsidiary and each of their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate the transactions contemplated hereby and make effective, to cause the conditions set forth in Article VII to be satisfied as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including using their respective reasonable best efforts to (i) taking promptly obtain all actions or non-actions, consents, Permits, waivers, approvals, authorizations and orders from Governmental Entities necessary to cause or advisable in connection with the conditions to Closing set forth in Article 8 to be satisfiedconsummation of the transactions contemplated hereby, (ii) preparing as promptly as practicable, make and filing any applications, notices, not withdraw (without Buyer's consent) all registrations and requests as may be required filings with any Governmental Entity necessary or advisable to be filed in connection with or submitted to any Governmental Authority in order to consummate the consummation of the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and promptly make any further filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as pursuant thereto that may be necessary or advisable advisable, (iii) seek to obtain an approval have lifted or waiver from, rescinded any injunction or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with restraining order which may adversely affect the consummation ability of the Merger and parties hereto to consummate the other transactions contemplated by this Agreementhereby, in each case until the issuance of a final, non-appealable order with respect thereto, (iv) subject seek to Section 7.6(c), defending resolve any lawsuits objection or other legal proceedings, whether judicial or administrative, assertion by any Governmental Entity challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, hereby and (v) executing execute and delivering deliver any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreementhereby; provided, thathowever, notwithstanding anything that under no circumstances shall Buyer be obligated to the contrary in this Agreementsell, no Party will have divest, or dispose of any obligation (A) to proposebusiness, negotiateservice, commit to or effectproduct, by consent decreeContract, hold separate order or otherwise, the sale, divestiture or other disposition tangible or intangible asset of any assets Buyer or businesses of such Party, the Company (or any of its subsidiaries their respective Subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the ClosingAffiliates) or their Affiliates to enter into any behavioral limitation, conduct restriction, or commitment with respect toto any such business, service, product, Contract, or their ability to retain, one any other tangible or more of their businesses, product lines or assetsintangible asset.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of the Starwood Waypoint Parties and each of the Invitation Homes Parties shall and shall cause each CCI Subsidiary the other Starwood Waypoint Entities and each of the other Invitation Homes Entities, respectively, to use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 VII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this AgreementAgreement (including promptly responding to all requests by a Governmental Authority or other Person for additional information in support of any such filing or request for approval or waiver), (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possiblepracticable, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI REIT I and each of the NNN REIT Parties shall and shall cause each CCI Subsidiary the other REIT I Subsidiaries and each of the other NNN REIT Subsidiaries, respectively, and their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to the Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c7.7(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no that neither Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of NNN REIT after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI NNN REIT after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon Each Buyer and Vertex, on the terms and subject to the conditions set forth in this Agreement, CCI shall and shall cause each CCI Subsidiary and each of their respective Affiliates toone hand, and CMR the Equity Owner and Sellers, on the other hand, shall and shall cause each CMR Subsidiary and each of their respective Affiliates use all commercially reasonable efforts to, use its reasonable best efforts to : (i) take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper proper, or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate effective the transactions contemplated by this Agreement; (ii) obtain all consents, (iii) obtaining all necessary or advisable actions or nonactionslicenses, Permits, waivers, consents approvals, authorizations, or Orders required under Law (including all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals from Governmental Authorities or other Persons necessary and parties to Contracts) in connection with the consummation authorization, execution, and delivery of the Merger and the other transactions contemplated by this Agreement and the making consummation of the transactions contemplated hereby; and (iii) make all necessary or advisable registrations filings, and filings (including filings thereafter make any other required submissions, with Governmental Authorities, if any) respect to this Agreement and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver fromtransactions contemplated hereby required under applicable Law; provided, or to avoid an action or proceeding byhowever, any Governmental Authority or that Buyers and Sellers (and the Equity Owner) shall cooperate with each other Persons necessary in connection with the consummation making of all such filings, including providing copies of all such documents to the Merger non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. Each Buyer and Vertex, on the one hand, and the Equity Owner and Sellers, on the other hand, shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Prior to the applicable Closing Date, each Buyer and Vertex and each Seller and the Equity Owner shall use commercially reasonable efforts and cooperate to (ivi) subject respond at the earliest practicable date to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted requests for additional information made by any Governmental Authority with respect to all filings made under applicable Laws, (ii) take all actions reasonably necessary to cause the Merger so as waiting periods for all filings made under applicable Laws to enable the Closing to occur terminate or expire as soon as practical and (iii) take or cause to be taken all actions reasonably possiblenecessary to obtain any appropriate approvals of any Governmental Authority, all to the end of expediting consummation of the transactions contemplated hereby. Buyers and Sellers each agree to promptly inform each other of any material communication from any Governmental Authority regarding any of the transactions contemplated hereby and shall permit each other to review in advance any proposed communication to any Governmental Authority, subject to applicable Law, and (v) executing and delivering provided that each such Party shall not be required to provide to each other with any additional instruments reasonably necessary documents or advisable other materials related to consummate a Party's valuation of the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI shall each of Company, Sellers and Purchaser shall, and shall cause each CCI Subsidiary and each of their respective Affiliates toto use, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger West Coast Asset Sale and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 X to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Authorities or other Persons persons necessary in connection with the consummation of the Merger West Coast Asset Sale and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authoritiesgovernmental authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority governmental authority or other Persons persons necessary in connection with the consummation of the Merger West Coast Asset Sale and the other transactions contemplated by this Agreement, and (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, against the Company and/or the Sellers or Purchaser or any of their respective Affiliates relating to or challenging this Agreement Agreement, the Plan of Liquidation or the consummation of the Merger West Coast Asset Sale or the other transactions contemplated by this AgreementAgreement (“Transaction Litigation”), including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority governmental authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade 66 regulation Law law that may be asserted by any Governmental Authority governmental authority with respect to the Merger West Coast Asset Sale so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI the Company and Parent shall cooperate and shall cause each CCI Subsidiary and each of use their respective Affiliates reasonable best efforts (subject to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates toin accordance with, use its reasonable best efforts applicable Law) to take, or cause to be taken, all actions, appropriate action and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, doing all things necessary, proper or advisable on its part under applicable Law or pursuant otherwise to any Contract to (i) consummate and make effective, as promptly as practicablethe Merger, the Subsequent Merger and the other transactions contemplated by this AgreementAgreement as promptly as practicable, including (iii) taking all actions necessary obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, those in connection with the XXX Xxx, xxx XXX, XXXXX 0000 and the Illinois Statutes), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) cause the satisfaction of all conditions to Closing set forth in Article 8 to be satisfied6, (iiiv) preparing and filing any applicationsresolve all lawsuits or other legal, notices, registrations and requests as may be required regulatory or advisable other governmental proceedings to be filed with which it is a party challenging or submitted to any Governmental Authority in order to consummate affecting this Agreement or the consummation of the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable order, (iiiv) obtaining seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the Parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order, and (vi) as promptly as practicable, and in any event within 60 days after the date hereof, make or cause to be made all necessary applications and filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement and the Merger and Subsequent Merger required under the HSR Act and the Illinois Statutes and any other applicable Law; provided, that the Company and Parent shall cooperate with each other in connection with determining whether any action by or advisable actions in respect of, or nonactionsfiling with, waivers, consents and approvals from any Governmental Authorities or other Persons necessary Entity is required in connection with the consummation of the Merger and the Subsequent Merger and seeking any such actions, consents, approvals or waivers or making any such filings. The Company and Parent shall furnish to each other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, information required for any Governmental Authority application or other Persons necessary filing under the rules and regulations of any applicable Law in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject . No Party to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation shall consent to any voluntary delay of the Merger or Closing at the behest of any Governmental Entity without the consent of the other Parties to this Agreement, which consent shall not be unreasonably withheld, delayed or conditioned. Parent shall not, except as may be consented to in writing by the Company, directly or indirectly through one or more of its affiliates, seek to acquire or acquire any regulated gas distribution utility (x) in the State of Illinois or (y) in any other jurisdiction, if such acquisition would present more than a de minimis risk of materially delaying or materially increasing the risk of any of the Parties hereto not obtaining the approval of the ICC with respect to the transactions contemplated by this Agreement, including seeking . The Company and Parent will consult with each other prior to have agreeing to any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted requirements sought by any Governmental Authority with respect Entity, to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary extent permitted under applicable Law. Nothing in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to Section 5.6 shall obligate Parent or effect, by consent decree, hold separate order the Company or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit respective Subsidiaries to take any actions action that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after is not conditioned on the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of the SSGT Parties and each of the SST II Parties shall and shall cause each CCI Subsidiary the other SSGT Subsidiaries and each of the other SST II Subsidiaries, respectively, and their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 VIII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, that no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of SST II after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI SST II after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of Company, Company LP and Parent shall and shall cause each CCI Subsidiary the Company Subsidiaries, REIT Merger Sub, Partnership Merger Sub and each of the Parent Subsidiaries, respectively, and their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of to use their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Authorities or other Persons (including existing joint venture partners of the Company LP) necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, (iviii) subject to Section 7.6(c7.7(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon The Company, the terms Parent and subject to the conditions set forth in this Agreement, CCI Purchaser shall and shall cause each CCI Subsidiary and each of their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its commercially reasonable best efforts to (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties parties in doing, any and all things necessary, proper or advisable to eliminate each and every impediment under applicable any Competition Law or pursuant to that is asserted by any Contract Governmental Entities to consummate and make effective, effective the transactions contemplated by this Agreement as promptly as practicable, the Merger (ii) take any and the other transactions contemplated by this Agreement, including (i) taking all such actions necessary to cause the conditions expiration of the notice periods under the Competition Laws with respect to Closing set forth in Article 8 such transactions as promptly as possible after the execution of this Agreement, including, but not limited to (A) negotiating, committing to and effecting by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of such of the Company’s assets, properties or businesses to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests acquired by it pursuant hereto as may be required or advisable to be filed with or submitted to any Governmental Authority are necessary in order to consummate effect the dissolution of any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing the consummation of the transactions contemplated by this AgreementAgreement two (2) Business Days prior to the Extended Outside Date and (B) defending through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing from occurring less than two (2) Business Days prior to the Extended Outside Date; provided, however, that such litigation in no way limits the obligation of Company, Purchaser, and Parent to use its best efforts, and to take any and all steps necessary, to eliminate each and every impediment under Competition Law to close the transactions contemplated hereby no later than two (2) Business Days prior to the Extended Outside Date; (iii) obtaining obtain from any Governmental Entities any and all necessary or advisable actions or nonactionsconsents, licenses, permits, waivers, consents approvals, authorizations or orders required to be obtained by the Parent, the Purchaser or the Company, or any of their respective Subsidiaries in order to effect the Closing by not later than two (2) Business Days prior to the Extended Outside Date, and approvals from to avoid any and all action or proceeding by any Governmental Authorities Entity (including those in connection with the HSR Act) that would prevent effecting the Closing by not later than two (2) Business Days prior to the Extended Outside Date or delay the Closing beyond two (2) Business Days prior to the Extended Outside Date, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, and (iv)(A) as promptly as reasonably practicable, and in any event within eight (8) Business Days after the date hereof, make all necessary filings, and thereafter make any other Persons required submissions, and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under the HSR Act, and (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under other applicable Law; provided, that the Company and the Purchaser shall cooperate with each other in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer or the Merger and (z) seeking any such actions, consents, approvals or waivers or making any such filings. Without limiting the other transactions contemplated by this Agreement foregoing, the Company, the Parent and the making Purchaser shall use commercially reasonable efforts to take, or cause to be taken, or cause to be done, all things necessary to defend or otherwise resolve any Proceeding by a Governmental Entity described in paragraph (i) of all necessary clause (d) of Annex I, with such commercially reasonable efforts determined without regard to the materiality of the jurisdiction in which such Proceeding is pending to the Company Business or advisable registrations and filings (including filings with Governmental Authorities, if any) the business of Parent. The Company and the taking of Purchaser shall furnish to each other all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, information required for any Governmental Authority application or other Persons necessary filing under the rules and regulations of any applicable Law in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to Without limiting the conditions to Merger set forth in this AgreementArticle VI, CCI shall the parties hereto will cooperate with each other and shall use (and will cause each CCI Subsidiary and each of their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of Subsidiaries to use) their respective Affiliates to, use its reasonable best efforts to take, or consummate the transactions contemplated by this Agreement and to cause the conditions to the Merger set forth in Article VI to be takensatisfied as promptly as reasonably practicable, including using reasonable best efforts to accomplish the following as promptly as reasonably practicable: (i) the obtaining of all actionsactions or nonactions, consents, approvals, registrations, waivers, permits, authorizations, orders, expirations or terminations of waiting periods and to do, other confirmations from any Governmental Authority or cause to be done, and to assist and cooperate with the other Parties in doing, all things Person that are or may become necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, in connection with the Merger and consummation of the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, Merger; (ii) preparing the preparation and filing any applicationsmaking of all registrations, filings, forms, notices, registrations petitions, statements, submissions of information, applications and requests as other documents (including filings with Governmental Authorities) that are or may be required become necessary, proper or advisable to be filed in connection with or submitted to any Governmental Authority in order to consummate the consummation of the transactions contemplated by this Agreement, including the Merger; (iii) obtaining the taking of all necessary steps as may be necessary, proper or advisable actions to obtain an approval from, or nonactionsto avoid a Proceeding by, waivers, consents and approvals from any Governmental Authorities Authority or other Persons necessary Person in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, including the Merger; (iv) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or that would otherwise prevent or delay the consummation of the Merger or the other transactions contemplated by this Agreement, including the Merger, performed or consummated by each party in accordance with the terms of this Agreement, including seeking to have any stay or stay, temporary restraining order or injunction entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, ; and (v) executing the execution and delivering delivery of any additional instruments that are or may become reasonably necessary necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement Agreement, including the Merger, and to fully carry out fully the purposes of this Agreement; provided. Each of the parties hereto shall, thatin consultation and cooperation with the other parties and as promptly as practicable but in no event later than as required by Law (and with respect to notifications required under the HSR Act, notwithstanding in any event within ten (10) Business Days of the date hereof), make its respective notices, filings and applications under the HSR Act and any other applicable Antitrust Law with respect to the transactions contemplated by this Agreement. Neither the Company nor Parent will withdraw any such notices, filings or applications without the prior written consent of the other party. Parent shall pay all filing fees and other charges for the filings required under any Antitrust Law by the Company and Parent. Notwithstanding anything to the contrary contained in this Agreement, no Party will have any obligation without the prior written consent of Parent (A) such consent not to proposebe unreasonably withheld, negotiateconditioned or delayed), commit to none of the Company or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries Subsidiaries will make any material payment to any third party in connection with seeking or their Affiliates or (B) otherwise obtaining its consent to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetstransactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI GCEAR shall and shall cause each CCI GCEAR Subsidiary and each of their respective Affiliates to, and CMR CCIT II shall and shall cause each CMR CCIT II Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of GCEAR after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI GCEAR after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets; provided, further, that CCIT II and the CCIT II Subsidiaries shall not take any of the actions referred to in the proceeding proviso (or agree to take such actions) without GCEAR’s prior written consent and GCEAR can compel CCIT II and the CCIT II Subsidiaries to take any of the actions referred to in the proceeding proviso (or agree to take such actions) if such actions are only effective after the REIT Merger Effective Time.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of HXXXXXX XIX and HXXXXXX XX shall and shall cause each CCI Subsidiary and each of their respective Affiliates to, Subsidiaries and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable advisable, including under applicable Applicable Law or pursuant to any Contract Contract, to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 VIII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority Entity in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Authorities Entities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority Entity or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no that neither Party will have any obligation (Ai) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of HXXXXXX XX after the Closing) or their Affiliates or (Bii) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI HXXXXXX XX after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines businesses or assets.

Appropriate Action; Consents; Filings. (a) Upon The Company and Parent shall use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the terms Merger and subject the other transactions contemplated by this Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including those in connection with the HSR Act and the New York Public Service Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) cause the satisfaction of all conditions set forth in Article VI, (iv) defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, CCI in each case until the issuance of a final, non-appealable order, (v) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby and (vi) as promptly as practicable, and in any event within 60 days after the date hereof, make or cause to be made all necessary applications and filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement and the Merger required under or with respect to the Company Required Governmental Approvals, the DPA and any other applicable Law; provided, that the Company and Parent shall cooperate with each other in connection with determining whether any action by or in respect of, or filing with, any Governmental Entity is required in connection with the consummation of the Merger and seeking any such actions, consents, approvals or waivers or making any such filings. The Company and Parent shall cause furnish to each CCI Subsidiary other all information required for any application or other filing under the rules and each regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Neither the Company nor Parent shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other, which consent shall not be unreasonably withheld, delayed or conditioned. Neither Ultimate Parent, Parent nor the Company, directly or indirectly through one or more of their respective Affiliates toaffiliates, and CMR shall and shall take any action, including acquiring or making any investment in any corporation, partnership, limited liability company or other business organization or any division or assets thereof, that would reasonably be expected to cause each CMR Subsidiary and each a material delay in the satisfaction of their respective Affiliates tothe conditions contained in Article VI or the consummation of the Merger. Without limiting the foregoing, Parent agrees to use its reasonable best efforts to take, or cause to be taken, any and all actions, steps and to domake, or cause to be donemade, any and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions undertakings necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required avoid or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of eliminate each and every impediment under any antitrust, merger control, competition or trade regulation Law or any other Law applicable to the Company, any Company Subsidiary or the Merger that may be asserted by any Governmental Authority Entity with respect to the Merger so as to enable the Closing Effective Time and the Closing, respectively, to occur as soon promptly as reasonably possible, practicable (and (v) executing and delivering in any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreementevent, no Party will have any obligation later than the Extended Outside Date), including (A) proposing, negotiating, committing to propose, negotiate, commit to or effectand effecting, by consent decree, hold separate order or otherwise, the sale, divestiture divestiture, licensing or other disposition of any such assets or businesses of such Party, Parent or the Company or any of its subsidiaries or their Affiliates respective Subsidiaries or (B) accepting any operational restrictions, including restrictions on the ability to change rates or charges or standards of service, or otherwise taking or committing to take or commit to take any actions that would limit the Parent’s or any Parent Subsidiary’s freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates action with respect to, or their its ability to retainretain or freely operate, one any of the assets, properties, licenses, rights, product lines, operations or more businesses of Parent, the Company or any of their businessesrespective Subsidiaries, product lines in each case as may be required in order to avoid the entry of, or assetsto effect the lifting or dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time or the Closing, as applicable. Notwithstanding the foregoing or anything in this Agreement to the contrary, Parent shall not be required to, and the Company shall not, in connection with obtaining any consents or approvals hereunder, or in connection with otherwise complying with any provisions of this Agreement, consent to or take any action of the types described above, including proposing or making any divestiture or other undertaking or proposing, accepting or entering into any consent decree, hold separate order or operational restriction, in each case, that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the Surviving Corporation and its Subsidiaries taken as a whole. For the avoidance of doubt, none of the exclusions set forth in the definition of “Company Material Adverse Effect” shall be deemed to apply to any reference to “material adverse effect” in this Section 5.5(a).

Appropriate Action; Consents; Filings. (a) Upon Subject to Section 5.03, each of Parent and the terms Company shall (and subject to the conditions set forth in this Agreement, CCI shall and Parent shall cause each CCI Subsidiary and each of their respective Affiliates its affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, ) use its reasonable best efforts to take, or cause to be taken, all actions, consummate the Transactions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 VI and Annex II to be satisfied. Without limiting the generality of the foregoing, each of Parent and the Company shall (iiand Parent shall cause each of its affiliates to) preparing and filing any applications, notices, registrations and requests as may be required or advisable use its reasonable best efforts to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iiii) obtaining promptly obtain all necessary or advisable actions or nonactions, consents, Permits (including Environmental Permits), waivers, consents approvals, authorizations and approvals orders from Governmental Authorities Entities or other Persons persons necessary in connection with the consummation of the Merger Transactions, (ii) as promptly as practicable, and in any event within five (5) Business Days after the other transactions contemplated by this Agreement date hereof, make and not withdraw (without the making of Company’s consent) all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority Entity or other Persons persons necessary in connection with the consummation of the Merger Transactions, including the filings required of them or their “ultimate parent entities” under the HSR Act or any other Antitrust Law, and the other transactions contemplated by this Agreementpromptly make any further filings pursuant thereto that may be necessary or advisable, (iviii) subject to Section 7.6(c), defending any defend all lawsuits or other legal proceedingslegal, whether judicial regulatory or administrative, other proceedings to which it or any of its affiliates is a party challenging or affecting this Agreement or the consummation of the Merger Transactions, in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or the other transactions contemplated by this Agreementproceeding, including seeking (iv) seek to have lifted or rescinded any stay injunction or temporary restraining order entered by which may adversely affect the ability of the parties to consummate the Transactions, in each case until the issuance of a final, non-appealable order with respect thereto, (v) seek to resolve any court objection or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted assertion by any Governmental Authority with respect to Entity challenging this Agreement or the Merger so as to enable the Closing to occur as soon as reasonably possible, Transactions and (vvi) executing execute and delivering deliver any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetsTransactions.

Appropriate Action; Consents; Filings. (a) Upon Subject to Section 6.4 and the terms and subject to the conditions set forth in of this Agreement, CCI shall the parties hereto will cooperate with each other and shall cause each CCI Subsidiary and each of use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, effective the transactions contemplated hereby as promptly soon as practicable, practicable and to cause the conditions to the Offer and the Merger set forth in Annex I and the other transactions contemplated by this AgreementArticle VII to be satisfied, including (i) taking the obtaining and maintaining of all actions actions, non-actions, consents, clearances, waivers and approvals from Governmental Authorities or other third persons (including for the avoidance of doubt counterparties to the Company Leases) necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed in connection with or submitted to any Governmental Authority in order to consummate the consummation of the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable or customary steps in each case as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary third person in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (ivii) subject to Section 7.6(c)the defending or contesting of any claims, defending any actions, investigations, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger transactions performed or consummated by such party in accordance with the other transactions contemplated by terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, reversed and (viii) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Offer and the Merger and the other transactions contemplated to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out fully the purposes of this Agreement; provided, that, notwithstanding anything . Each of the parties hereto shall promptly (and in no event later than ten (10) Business Days following the date that this Agreement is executed) make its respective filings under the HSR Act with respect to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwisetransactions contemplated hereby. In addition, the sale, divestiture or parties shall mutually agree to make any and all other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise filings required pursuant to take or commit to take any actions other Antitrust Laws as promptly as reasonably practicable following the date that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetsthis Agreement is executed.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of the Company and the Parent Parties shall and (or shall cause each CCI Subsidiary the Company Subsidiaries and each of their respective Affiliates the Parent Subsidiaries, respectively, to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, ) use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to which it is a party to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 VII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, CCI each party shall and shall cause each CCI Subsidiary and each of their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate the transactions contemplated hereby and make effective, to cause the conditions set forth in Article VII to be satisfied as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including using their respective reasonable best efforts to (i) taking promptly obtain all actions or non-actions, consents, Permits, waivers, approvals, authorizations and orders from Governmental Entities necessary to cause or advisable in connection with the conditions to Closing set forth in Article 8 to be satisfiedconsummation of the transactions contemplated hereby, (ii) preparing as promptly as practicable, make and filing any applications, notices, not withdraw (without Buyer’s consent) all registrations and requests as may be required filings with any Governmental Entity necessary or advisable to be filed in connection with or submitted to any Governmental Authority in order to consummate the consummation of the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and promptly make any further filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as pursuant thereto that may be necessary or advisable advisable, (iii) seek to obtain an approval have lifted or waiver from, rescinded any injunction or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with restraining order which may adversely affect the consummation ability of the Merger and parties hereto to consummate the other transactions contemplated by this Agreementhereby, in each case until the issuance of a final, non-appealable order with respect thereto, (iv) subject seek to Section 7.6(c), defending resolve any lawsuits objection or other legal proceedings, whether judicial or administrative, assertion by any Governmental Entity challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, hereby and (v) executing execute and delivering deliver any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreementhereby; provided, thathowever, notwithstanding anything that under no circumstances shall Buyer be obligated to the contrary in this Agreementsell, no Party will have divest, or dispose of any obligation (A) to proposebusiness, negotiateservice, commit to or effectproduct, by consent decreeContract, hold separate order or otherwise, the sale, divestiture or other disposition tangible or intangible asset of any assets Buyer or businesses of such Party, the Company (or any of its subsidiaries their respective Subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the ClosingAffiliates) or their Affiliates to enter into any behavioral limitation, conduct restriction, or commitment with respect toto any such business, service, product, Contract, or their ability to retain, one any other tangible or more of their businesses, product lines or assetsintangible asset.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of Company and Parent shall and shall cause each CCI Subsidiary the Company Subsidiaries, Merger Sub and each of their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of to use their respective Affiliates to, use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactionsnon-actions, waivers, consents and approvals (but expressly excluding any ISRA Requirements and Approvals, which are addressed in Section 7.6(d) below) from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iviii) subject to Section 7.6(c7.7(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI the Company and Parent shall cooperate and shall cause each CCI Subsidiary and each of use their respective Affiliates reasonable best efforts (subject to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates toin accordance with, use its reasonable best efforts applicable Law) to take, or cause to be taken, all actions, appropriate action and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, doing all things necessary, proper or advisable on its part under applicable Law or pursuant otherwise to any Contract to (i) consummate and make effective, as promptly as practicablethe Merger, the Subsequent Merger and the other transactions contemplated by this AgreementAgreement as promptly as practicable, including (iii) taking all actions necessary obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, those in connection with the HXX Xxx, xxx XXX, XXXXX 0000 and the Illinois Statutes), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) cause the satisfaction of all conditions to Closing set forth in Article 8 to be satisfied6, (iiiv) preparing and filing any applicationsresolve all lawsuits or other legal, notices, registrations and requests as may be required regulatory or advisable other governmental proceedings to be filed with which it is a party challenging or submitted to any Governmental Authority in order to consummate affecting this Agreement or the consummation of the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable order, (iiiv) obtaining seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the Parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order, and (vi) as promptly as practicable, and in any event within 60 days after the date hereof, make or cause to be made all necessary applications and filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement and the Merger and Subsequent Merger required under the HSR Act and the Illinois Statutes and any other applicable Law; provided, that the Company and Parent shall cooperate with each other in connection with determining whether any action by or advisable actions in respect of, or nonactionsfiling with, waivers, consents and approvals from any Governmental Authorities or other Persons necessary Entity is required in connection with the consummation of the Merger and the Subsequent Merger and seeking any such actions, consents, approvals or waivers or making any such filings. The Company and Parent shall furnish to each other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, information required for any Governmental Authority application or other Persons necessary filing under the rules and regulations of any applicable Law in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject . No Party to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation shall consent to any voluntary delay of the Merger or Closing at the behest of any Governmental Entity without the consent of the other Parties to this Agreement, which consent shall not be unreasonably withheld, delayed or conditioned. Parent shall not, except as may be consented to in writing by the Company, directly or indirectly through one or more of its affiliates, seek to acquire or acquire any regulated gas distribution utility (x) in the State of Illinois or (y) in any other jurisdiction, if such acquisition would present more than a de minimis risk of materially delaying or materially increasing the risk of any of the Parties hereto not obtaining the approval of the ICC with respect to the transactions contemplated by this Agreement, including seeking . The Company and Parent will consult with each other prior to have agreeing to any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted requirements sought by any Governmental Authority with respect Entity, to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary extent permitted under applicable Law. Nothing in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to Section 5.6 shall obligate Parent or effect, by consent decree, hold separate order the Company or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit respective Subsidiaries to take any actions action that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after is not conditioned on the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon Subject to the terms and subject to conditions of this Agreement and applicable Law, each of Parent and the conditions set forth in this Agreement, CCI Company shall (and Parent shall cause each CCI Subsidiary of its affiliates to and each of their respective Affiliates to, and CMR shall and the Company shall cause each CMR Subsidiary and each of their respective Affiliates the Company Subsidiaries to, ) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking take all actions necessary or advisable to consummate the Transactions and to cause the conditions to Closing set forth in Article 8 VI to be satisfied. Without limiting the generality of the foregoing, Parent shall (iiand shall cause Sub and each of Parent’s or Sub’s affiliates to) preparing and filing any applications, notices, registrations the Company shall (and requests as may be required or advisable shall cause each of the Company Subsidiaries to) use its reasonable best efforts to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iiii) obtaining promptly obtain all necessary or advisable actions or nonactions, consents, Permits (including Environmental Permits), waivers, consents approvals, authorizations and approvals orders from Governmental Authorities Entities or other Persons persons necessary or advisable in connection with the consummation of the Merger and Transactions, (ii) as promptly as practicable (and, with respect to the other transactions contemplated by filing required to be made under the HSR Act, within fifteen (15) Business Days after the date of this Agreement and with respect to the making filings required to be made outside of the United States, within twenty-five (25) Business Days after the date of this Agreement (which, for the avoidance of doubt, shall only require that the initial filings be made during such twenty-five (25) Business Day period)) make and not withdraw (without the Company’s consent) all registrations and filings with any Governmental Entity or other persons necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Transactions, including the filings required of the parties or their “ultimate parent entities” under the HSR Act or any other Antitrust Law, and the other transactions contemplated by this Agreementpromptly make any further filings pursuant thereto that may be necessary or advisable, (iviii) subject to Section 7.6(c), defending any defend all lawsuits or other legal proceedingslegal, whether judicial regulatory, administrative or administrative, other Proceedings to which it or any of its affiliates is a party challenging or affecting this Agreement or the consummation of the Merger Transactions, in each case until the issuance of a final, non-appealable order with respect to, or settlement of, each such lawsuit or other Proceeding, (iv) seek to have lifted or rescinded any injunction or restraining order which prevents the parties from consummating the Transactions, in each case until the issuance of a final, non-appealable order with respect thereto or the other transactions contemplated by this Agreementsettlement thereof, including seeking (v) seek to have resolve any stay objection or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted assertion by any Governmental Authority with respect to Entity challenging this Agreement or the Merger so as to enable the Closing to occur as soon as reasonably possible, Transactions and (vvi) executing execute and delivering deliver any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this AgreementTransactions; provided, thathowever, that notwithstanding anything to the contrary foregoing or the immediately preceding sentence, in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to event shall Parent or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries affiliates be required to pay any fee, penalty or their Affiliates other consideration to any third party to obtain any consent or approval under any Contract (Bit being acknowledged and agreed, for the avoidance of doubt, that Parent shall pay any fee required to be paid by Parent to a Governmental Entity at the time of making any of the registrations and filings described in clause (ii) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetsabove).

Appropriate Action; Consents; Filings. (a) Upon Subject to the terms and subject to conditions of this Agreement (including the conditions limitations set forth in this AgreementSection 6.5), CCI shall and shall cause each CCI Subsidiary and each of the parties hereto will use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, effective the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary hereby and to cause the conditions to Closing the Merger set forth in Article 8 VII to be satisfied, including using reasonable best efforts to accomplish the following: (iii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waiversnon-actions, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including the Merger, and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, including the Merger, (ivii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated hereby, including the Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, reversed and (viii) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the any other transactions contemplated to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out fully the purposes of this Agreement; provided. Each of the parties hereto shall promptly (and in no event later than ten (10) Business Days following the date that this Agreement is executed) make and not withdraw (without the Company’s consent, thatsuch consent not to be unreasonably withheld, notwithstanding anything conditioned or delayed) its respective filings under the HSR Act, and thereafter make any other applications and filings as reasonably determined by Company and Parent under applicable Antitrust Laws with respect to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries transactions contemplated hereby (including subsidiaries of CCI after the Closing) or their Affiliates with respect tojurisdictions referred to in Section 7.1(b)), or their ability to retainincluding the Merger, one or more of their businessesas promptly as practicable, product lines or assetsbut in no event later than as required by Law.

Appropriate Action; Consents; Filings. (a) Upon In accordance with the terms and subject to the terms and conditions set forth of this Agreement (including Section 6.5), the parties hereto will (and will cause their controlled Affiliates) (and, in this Agreementthe case of Parent, CCI shall and shall cause each CCI Subsidiary and each of any direct or indirect corporate parent) to) use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, effective the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary hereby and to cause the conditions to Closing the Merger set forth in Article 8 VII to be satisfiedsatisfied as expeditiously as practicable (and in any event at least five (5) Business Days prior to the Termination Date), including using reasonable best efforts to accomplish the following: (iii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents non-actions and approvals Consents from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including the Merger, and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding any Action by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, including the Merger, (ivii) subject the obtaining of all other necessary Consents or waivers from Third Parties (provided that the Company shall not be required to Section 7.6(cmake or agree to make any payment or accept any material conditions, amendments or obligations with respect thereto), (iii) the contesting and defending of any lawsuits or other legal proceedingsActions, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreementhereby, including the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, reversed and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the any other transactions contemplated to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out fully the purposes of this Agreement; provided. Each of the parties hereto shall promptly and cause its Affiliates to promptly (and, thatin the case of filings required under the HSR Act, notwithstanding anything to in no event later than ten (10) Business Days following the contrary in this Agreement, no Party will have any obligation date hereof) (A) make and not withdraw (without the Company’s prior written consent) its filings under the HSR Act with respect to proposethe transactions contemplated hereby, negotiateincluding the Merger, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise use its respective reasonable best efforts to take comply as promptly as practicable with any request under the HSR Act for additional information (including responding to any “second request”), documents or commit other materials received by such party from the U.S. Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice or any other Governmental Authority under any Antitrust Laws in respect of any such filings with respect to take the transactions contemplated hereby, including the Merger, and (C) act in good faith and reasonably cooperate with the other parties hereto in connection with any actions that would limit such filings (including, if requested by the freedom other parties hereto, to accept all reasonable additions, deletions or changes suggested by the other parties hereto in connection therewith) and in connection with resolving any investigation or other inquiry of such Partyagency or other Governmental Authority under any Antitrust Laws. In taking the foregoing actions, its subsidiaries (including subsidiaries each of CCI after the ClosingCompany, Parent and Acquisition Sub shall act reasonably and as promptly as practicable. Notwithstanding anything in this Agreement to the contrary, obtaining any Consents or waivers from any Third Party pursuant to Section 6.3(a)(ii) above or otherwise shall not be a condition to the obligations of any party to consummate the Merger. No party hereto nor any of their respective Affiliates with respect toshall be required to offer, or their ability to retainmake, one any payment or more of their businesses, product lines concession (financial or assetsotherwise) under this Section 6.3 that is not contingent on the Closing occurring.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of the REIT I Parties and each of the REIT II Parties shall and shall cause each CCI Subsidiary the other REIT I Subsidiaries and each of the other REIT II Subsidiaries, respectively, and their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no that neither Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of REIT II after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI REIT II after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of the STAR Parties and each of the SIR Parties shall and shall cause each CCI Subsidiary the other STAR Subsidiaries and each of the other SIR Subsidiaries, respectively, and their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no that neither Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of STAR after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI STAR after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of Hammer and Xxxxxx shall and shall cause each CCI Subsidiary the other Hammer Subsidiaries and each of the other Xxxxxx Subsidiaries, respectively, and their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any material Contract (including those required to be listed in Section 4.18(a) of the Hammer Disclosure Letter or in Section 5.18(a) of the Xxxxxx Disclosure Letter) to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding Action by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, thatother than in the case of each of clauses (i) through (v), notwithstanding anything with respect to the contrary in this Agreementregistrations, no Party will have any obligation (A) to proposefilings, negotiateapprovals, commit to consents, authorizations or effectOrders, by consent decree, hold separate order or otherwise, the sale, divestiture lawsuits or other disposition legal proceedings, from or by any Governmental Authority or the expiration of any assets or businesses waiting periods, in each case relating to Antitrust Laws, which are the subject of such Party, any of its subsidiaries or their Affiliates or (BSection 7.5(b) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetsand Section 7.5(c).

Appropriate Action; Consents; Filings. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, CCI shall and shall cause each CCI Subsidiary and each of the parties hereto will use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, effective the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary Agreement and to cause the conditions to Closing the Merger set forth in Article 8 VI to be satisfied, including using reasonable best efforts to accomplish the following: (iii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waiversnon-actions, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including the Merger, and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, including the Merger, (ivii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including the Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, reversed and (viii) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and any other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement. Each of the parties hereto shall as promptly as reasonably practicable after the date of this Agreement, upon a date to be mutually agreed upon by the parties hereto (and in any event within ten (10) Business Days following the date of this Agreement, unless agreed otherwise by the parties hereto), make its respective filings under the HSR Act, and thereafter make any other applications and filings as reasonably determined by the Company and Parent under other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; providedas promptly as practicable, that, notwithstanding but in no event later than as required by Law. Notwithstanding anything to the contrary contained in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, neither Parent nor any of its subsidiaries Affiliates shall be required to, and without the prior written consent of Parent, none of the Company or their any of its Subsidiaries or Affiliates will, grant or offer to grant any accommodation or concession (B) otherwise financial or otherwise), or make any payment, to take any third Person in connection with seeking or commit obtaining its consent to take any the transactions contemplated by this Agreement (it being understood that this sentence does not apply to the actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closingrequired by Section 5.3(d) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetsSection 5.3(e)).

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of the parties hereto shall (and shall cause each CCI Subsidiary and each of their respective applicable Affiliates and Subsidiaries to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, ) use its reasonable best efforts to take, or cause to be taken, all actions, and use its reasonable best efforts to do, or cause to be done, and to assist and cooperate with the other Parties parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effectiveconsummate, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, including each of the parties agrees to use its respective reasonable best efforts to (i) taking all actions necessary to cause the conditions to Closing the Merger set forth in Article 8 VII to be satisfiedsatisfied as promptly as practicable, (ii) preparing and filing defend against any applicationsProceeding, noticeswhether judicial or administrative, registrations and requests as may be required challenging this Agreement or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated hereby, (iii) obtain all necessary consents, approvals, orders, waivers, finding of suitability and authorizations of, actions or nonactions by, any Governmental Authority (including Gaming Authorities) or any third party necessary in connection with the consummation of the transactions contemplated by this Agreement Agreement, including the Merger, and the making of make all necessary or advisable registrations registrations, declarations and filings with, and notices to, any Governmental Authorities (including filings with Governmental Authorities, if anypursuant to the HSR Act any other applicable Antitrust Law necessary to start any applicable waiting period and including under Gaming Laws) and the taking of take all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action a suit, action, proceeding or proceeding investigation by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking the Merger; provided, that, in no event shall the Company or any of its Subsidiaries be required to have pay, prior to the Effective Time, any stay or temporary restraining order entered by any court fee, penalty or other Governmental Authority vacated consideration to obtain any consent, approval, order, waiver or reversedauthorization in connection with the transactions contemplated by this Agreement, including the avoidance of each and every impediment Merger, under any antitrust, merger control, competition Contract other than de minimis amounts or trade regulation Law amounts that may be asserted are advanced or reimbursed substantially simultaneous by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, Parent and (viv) executing execute and delivering deliver any additional instruments reasonably necessary or advisable to consummate the Merger and the any other transactions contemplated to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out fully the purposes of this Agreement. In no event shall the Company (A) be required to agree to take or enter into any action which is not conditioned upon the consummation of the Merger or (B) agree to any obligation or concession or other action relating to the Antitrust Approval or the Required Gaming Approvals without the prior written consent of Parent, which consent will not be unreasonably withheld or delayed; provided, that, notwithstanding anything the foregoing, it is understood and agreed that any failure by the Company to agree to any such obligation or concession by reason of Parent’s withholding its written consent from the contrary in Company to do so shall not constitute a breach by the Company of this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetsSection 6.3.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI shall the Company and each of the Parent Parties shall, and shall cause each CCI Subsidiary and each of their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to the Closing set forth in Article 8 VIII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no that neither Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries Subsidiaries (including Subsidiaries of Parent after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries Subsidiaries (including subsidiaries Subsidiaries of CCI Parent after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets. Nothing in this Section 7.6 or any other provision of this Agreement shall require Parent or any Affiliates of Parent (including Blackstone Inc. (“Blackstone”)) to agree or otherwise be required to take any action, including any action with respect to any Affiliates of Parent (including Blackstone and any investment funds or investment vehicles affiliated with, or managed or advised by, Blackstone or any portfolio company (as such term is commonly understood in the private equity industry) or investment of Blackstone or of any such investment fund or investment vehicle), or any interest therein (in each case other than with respect to the Parent Parties and their Subsidiaries (including, following the Closing, the Surviving Entity and its Subsidiaries)).

Appropriate Action; Consents; Filings. (a) Upon In accordance with the terms and subject to the conditions of this Agreement (including the limitations set forth in this AgreementSection 6.5), CCI shall and shall cause each CCI Subsidiary and each of the parties hereto will use their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, effective the transactions contemplated hereby and to cause the conditions to the Merger set forth in Article VII to be satisfied as promptly as practicable, including using reasonable best efforts to accomplish the Merger and the other transactions contemplated by this Agreement, including following: (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactionsnon-actions, waivers, consents Consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, including the Merger, and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, including the Merger, (ivii) subject to Section 7.6(c)the obtaining of all other necessary consents, approvals or waivers from Third Parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated hereby, including the Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or stay, temporary restraining order or permanent injunction, entered by any court or other Governmental Authority that would have the effect of delaying or precluding the consummation of the transaction contemplated hereby, vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, reversed and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger and the any other transactions contemplated to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out fully the purposes of this Agreement; provided. Without limitation of the foregoing sentence, thateach of the parties hereto (A) shall as soon as practicable make and not withdraw its respective filings under the HSR Act and thereafter, notwithstanding as soon as practicable make any other applications and filings as reasonably determined by Company and Parent under applicable Antitrust Laws with respect to the transactions contemplated hereby, (B) comply at the earliest practicable date with any request under the HSR Act for additional information, documents or other materials received by such party from the U.S. Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice or by any other Governmental Authority under any Antitrust Laws in respect of any such filings with respect to the transactions contemplated hereby, including the Merger, and (C) act in good faith and reasonably cooperate with the other party in connection with any such filings (including, if requested by the other party, to accept all reasonable additions, deletion or changes suggested by the other party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under any Antitrust Laws. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable. Notwithstanding the foregoing, obtaining any Third Party consents, approvals or waivers pursuant to clause (ii) above shall not be considered a condition to the obligations of Parent and Acquisition Sub to consummate the Merger. Notwithstanding anything to the contrary contained in this Agreement, no Party will but subject to Parent’s obligations set forth in this Section 6.3, Parent, following consultation with the Company and after giving due consideration to its views and acting reasonably and in good faith, shall have the right to direct all matters with respect to any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of Governmental Authority in connection with obtaining any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries necessary Consents under Antitrust Laws (including subsidiaries of CCI after the ClosingHSR Act) or their Affiliates consistent with respect toits obligations hereunder, or their ability to retainand shall have the principal responsibility for devising and implementing the strategy for, one or more of their businessesobtaining any Consents under Antitrust Laws (including the HSR Act), product lines or assetsand shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining any necessary Consents under Antitrust Laws (including the HSR Act).

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI each of the Company Parties and each of the Parent Parties shall and shall cause each CCI Subsidiary the Company Subsidiaries and each of their respective Affiliates tothe Parent Subsidiaries, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates torespectively, to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 VII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.. 84

Appropriate Action; Consents; Filings. (a) Upon the terms The Company and subject to the conditions set forth in this Agreement, CCI Acquiror shall and shall cause each CCI Subsidiary and each of their respective Affiliates use reasonable efforts to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, use its reasonable best efforts to : (i) take, or cause to be taken, all actions, appropriate action and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract otherwise to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of effective the Merger and the other transactions contemplated by this Agreement and as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Acquiror or the making Company or any of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver fromtheir respective Subsidiaries, or to avoid an any action or proceeding byby any Governmental Entity (including those in connection with the HSR Act and in any other Company Required Governmental Approvals), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) cause the satisfaction of all conditions set forth in Article VI, (iv) defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable order, (v) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby and (vi) as promptly as practicable, and in any event within 60 days after the date hereof, make or cause to be made all necessary applications and filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement and the Merger required under or with respect to the Company Required Governmental Approvals and any other applicable Law; provided, that the Company and Acquiror shall cooperate with each other in connection with determining whether any action by or in respect of, or filing with, any Governmental Authority or other Persons necessary Entity is required in connection with the consummation of the Merger and seeking any such actions, consents, approvals or waivers or making any such filings. The Company and Acquiror shall furnish to each other all information required for any application or other filing under the other rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Neither the Company nor Acquiror shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other, (iv) subject to Section 7.6(c)which consent shall not be unreasonably withheld, defending delayed or conditioned. None of Acquiror, any lawsuits Subsidiary of Acquiror or the Company shall acquire or make any investment in any corporation, partnership, limited liability company or other legal proceedingsbusiness organization or any division or assets thereof, whether judicial that would reasonably be expected to materially delay the satisfaction of the conditions contained in Article VI or administrative, challenging this Agreement or materially adversely affect the consummation of the Merger Merger. Acquiror shall use reasonable efforts to take, or the other transactions contemplated by this Agreementcause to be taken, including seeking any and all steps and to have make, or cause to be made, any stay and all undertakings necessary to avoid or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of eliminate each and every impediment under any antitrust, merger control, competition or trade regulation Law or any other Law applicable to the Company, any Company Subsidiary or the Merger that may be asserted by any Governmental Authority Entity with respect to the Merger so as to enable the Closing Effective Time and the Closing, respectively, to occur as soon promptly as reasonably possiblepracticable (and in any event, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate no later than the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this AgreementExtended Outside Date); provided, thathowever, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit that Acquiror shall not be required to take any actions that would limit action which may have an adverse material effect on the freedom value or economics (other than the costs and time associated with the exercise of such Partyreasonable efforts required by this Section 5.5(a), its subsidiaries (including subsidiaries responding to requests for additional information by Governmental Authorities) of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assetstransaction for Acquiror.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI Glimcher and each of the WPG Parties shall and shall cause each CCI Subsidiary the other Glimcher Entities and each of their respective Affiliates tothe other WPG Entities, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates torespectively, to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract contract or agreement to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article 8 VII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining of all necessary or advisable actions or nonactions, waivers, consents (including the Lender Consents) and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Mergers and the other transactions contemplated by this AgreementAgreement (including promptly responding to all requests by a Governmental Authority or other Person for additional information in support of any such filing or request for approval or waiver), (iviii) subject to Section 7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible, and (viv) executing the execution and delivering delivery of any additional instruments reasonably necessary or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

Appropriate Action; Consents; Filings. (a) Upon the terms Parent shall (and shall cause each of its affiliates to) and, subject to ‎Section 5.03, the Company shall (and shall cause each of its affiliates to), each use its reasonable best efforts to consummate the Transactions and to cause the conditions set forth in this Agreement‎ARTICLE VI to be satisfied. Without limiting the generality of the foregoing, CCI Parent shall (and shall cause Sub, and each of its and their applicable affiliates to) and, subject to ‎Section 5.03, the Company shall (and shall cause each CCI Subsidiary of the Company Subsidiaries and each of their respective Affiliates the Company’s affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to), use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking promptly obtain all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, consents, Permits (including Environmental Permits), waivers, consents approvals, authorizations and approvals orders from Governmental Authorities Entities or other Persons persons necessary or advisable in connection with the consummation of the Merger Transactions, (ii) as promptly as practicable, and with respect to the notification and report forms under the HSR Act within ten (10) Business Days, after the date of this Agreement, make all registrations and filings with any Governmental Entity or other transactions contemplated by this Agreement and the making of all persons necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger Transactions, including the filings required of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under the HSR Act or any other Antitrust Law or foreign investment Law, and the other transactions contemplated by this Agreementpromptly make any further filings pursuant thereto that may be necessary or advisable, (iviii) subject to Section 7.6(c), defending any contest and defend all lawsuits or other legal proceedingslegal, whether judicial regulatory, administrative or administrative, other Proceedings to which it or any of its affiliates is a party challenging or affecting this Agreement or the consummation of the Merger Transactions, in each case until the earlier of (x) the issuance of a final, non-appealable Order with respect to each such Proceeding or (y) the other transactions contemplated by this AgreementOutside Date, including seeking (iv) seek to have lifted or rescinded any stay injunction or temporary restraining order entered by which may adversely affect the ability of the parties to consummate the Transactions, in each case until the earlier of (x) the issuance of a final, non-appealable Order with respect thereto or (y) the Outside Date, (v) seek to resolve any court objection or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted assertion by any Governmental Authority with respect to Entity challenging this Agreement or the Merger so as to enable the Closing to occur as soon as reasonably possible, Transactions and (vvi) executing execute and delivering deliver any additional instruments reasonably necessary or advisable to consummate the Merger Transactions. Parent, the Company and the other transactions contemplated by this Agreement and their respective affiliates shall not be required to fully carry out the purposes of this Agreement; providedagree to any sales, thatlicenses, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decreedispositions, hold separate order or otherwise, the sale, divestiture separates or other disposition of any assets remedies or businesses of such Party, any of its subsidiaries or their Affiliates or (B) otherwise to take or commit to take any actions conditions under this ‎Section 5.07 that would limit the freedom of such Party, its subsidiaries (including subsidiaries of CCI after are not conditioned upon the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.. 44