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. (b) In connection with and without limiting the foregoing Section 7.5(a), each of the Parties shall give (or shall cause their respective Affiliates to give) any notices to third parties, and each of the Parties shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-party consents that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Each of the Parties will, and shall cause their respective Affiliates to, furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party shall, nor shall any Party permit its respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this Agreement, none of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such 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 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. (b) In connection with and without limiting the foregoing Section 7.5(a)foregoing, each of the Parent Parties and the Company shall give (or shall cause their respective Affiliates the other Parent Entities or the other Company Entities, respectively, to give) any notices to third partiesThird Parties, and each of the Parent Parties and the Company shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-party Third Party consents not covered by Section 6.6(a) that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this AgreementMerger. Each of the Parties will, and shall cause their respective Affiliates to, parties hereto will furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party either party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties parties or their Representatives shall have the right to review in advance and each of the Parties parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party none of the parties hereto shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. Notwithstanding the foregoing, obtaining any approval or consent from any Third Party pursuant to this Section 6.6(b) shall not be a condition to the obligations of Parent and Merger Sub to consummate the Merger. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this AgreementMerger, none of the Parties parties hereto, any of the other Company Entities or any of the other Parent Entities, or any of the their respective Representatives Representatives, shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses (unless expressly required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject by a written agreement that was entered into prior to the immediately foregoing sentence, the Parties date hereof with such Person). The parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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. (b) In connection with and without limiting the foregoing Section 7.5(a), each of the Parties shall give (or shall cause their respective Affiliates to give) any notices to third parties, and each of the Parties shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-party consents that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Each of the Parties willshall, and shall cause their respective Affiliates to, furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such either Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicablepracticable and permitted by a Governmental Authority, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. The Parties may, as they deem advisable and necessary, designate any sensitive materials provided to the other under this Section 7.2 as “outside counsel only”. Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, directors or trustees of the recipient without the advance written consent of the Party providing such materials. To the extent reasonably practicable, no Party shall, nor shall any a Party permit its respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties Party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties Party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything In addition to and without limiting the contrary in this Agreementforegoing, in connection with obtaining each of the Parties shall, and shall cause their respective Subsidiaries to, use its reasonable best efforts to give any approval notices to Third Parties, and each of the Parties shall, and shall cause each of their respective Affiliates to, use its reasonable best efforts to obtain any Third Party consents not covered by Section 7.2(a) and Section 7.2(b) that are necessary, proper or consent from any Person (other than any Governmental Authority) with respect advisable to consummate the Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing, none of the Parties or obtaining any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited from any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation Third Party pursuant to such Person other than commercially reasonable processing and consent fees and any other expenses required to this Section 7.2(c) shall not be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject considered a condition to the immediately foregoing sentence, obligations of Park to consummate the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consentsMerger.

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). (b) In connection with and without limiting the foregoing Section 7.5(a)foregoing, each of the Parent Parties and the Company shall give (or shall cause their respective Affiliates the other Parent Entities or the other Company Entities, respectively, to give) any notices to third partiesThird Parties, and each of the Parent Parties and the Company shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-party Third Party consents not covered by Section 6.6(a) that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this AgreementMerger. Each of the Parties will, and shall cause their respective Affiliates to, parties hereto will furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with submissions (including submission of the Continuing Membership Application of any Governmental Authority Broker) and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party either party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties parties or their Representatives shall have the right to review in advance and each of the Parties parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party none of the parties hereto shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. Notwithstanding the foregoing, obtaining any approval or consent from any third party pursuant to this Section 6.6(b) shall not be a condition to the obligations of Parent and Merger Sub to consummate the Merger. (c) In connection with obtaining the Lender Consents, and without limitation of the foregoing, the Parent Parties shall, and Parent shall cause the other Parent Entities to, furnish such information and provide such assistance to, and otherwise cooperate with, the Company, in each case, as the Company may reasonably request, in connection with any actions contemplated to be taken by the Company with respect to obtaining the Lender Consents, including by agreeing to provide, from and after the Closing, customary non-recourse carve-out, or “bad boy,” guaranties with respect to events that are customarily the subject of such guaranties. The Parent Parties agree that the Company shall be expressly entitled to incur and pay any customary fees and expenses reasonably necessary to obtain the Lender Consents. (d) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this AgreementMerger, none of the Parties parties hereto, any of the other Company Entities or any of the other Parent Entities, or any of the their respective Representatives Representatives, shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses (unless expressly required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject by a written agreement that was entered into prior to the immediately foregoing sentence, the Parties date hereof with such Person). The parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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 reversedreversed and (iii) the execution and delivery of any additional instruments reasonably necessary 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 promptly (A) but in no event later than sixty (60) days after the date of this Agreement, make and not withdraw (unless with the prior written consent of the other parties hereto) its filings under the HSR Act with respect to the transactions contemplated hereby, including the Merger, (B) comply at the earliest possible date with any request under the HSR Act for additional information (including responding to any “second request”), documents or other materials received by such party from the U.S. Federal Trade Commission (the “FTC”), the avoidance 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 the transactions contemplated hereby, including the Merger and (C) act in good faith and cooperate with the other party in connection with any such filings (including, if requested by the 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 agency or other Governmental Authority under any Antitrust Laws. In taking the foregoing actions, each of the Company and Parent shall act reasonably and as promptly and expeditiously as possible. (b) Without limiting anything in this Section 5.3, (i) none of the parties hereto or their respective Affiliates shall extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto and (ii) Parent and Merger Sub agree to take (and to cause their Affiliates to take) as expeditiously as possible any and all steps necessary or as may be required by any Governmental Authority to avoid or eliminate each and every impediment and obtain all Consents under any antitrust, merger control, competition or trade regulation Law Antitrust Laws that may be asserted required 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 parties 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 including the Merger, as expeditiously as possible, including committing to (Awhether prior to submitting the initial filing under the HSR Act or thereafter) to propose, negotiate, commit to or effectand effecting, by consent decree, hold separate order order, trust or otherwise, the sale(A) selling, divestiture divesting, licensing or other disposition of otherwise disposing of, or holding separate and agreeing to sell, divest, license or otherwise dispose of, (1) any assets or businesses of such PartyParent, any of its subsidiaries Merger Sub or their respective Affiliates or (2) the assets of the Company or its Subsidiaries set forth on Schedule 5.3; provided, that no such Divestiture Action in this clause (A) shall be required if such Divestiture Action would have a material adverse effect on Parent and its Subsidiaries (including the Surviving Corporation), taken as a whole (after giving effect to the Merger) (in which case, for the avoidance of doubt, Parent shall be permitted to omit to take such Divestiture Action so long as it pays, or causes to be paid, the Reverse Termination Fee in accordance with Section 7.3(b)), (B) otherwise to take terminating, amending or commit to take assigning existing relationships and contractual rights and obligations of Parent, Merger Sub or 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 businessesrespective Affiliates, product lines (C) requiring Parent, Merger Sub or assets. (b) In connection with and without limiting the foregoing Section 7.5(a), each of the Parties shall give (or shall cause their respective Affiliates to give) any notices to third parties, and each of the Parties shall use, and cause each of their respective Affiliates to usegrant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercial relationship with, any Third Party and (D) imposing limitations on Parent, Merger Sub or any of their respective Affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets (any of the actions set forth in this clause (ii), a “Divestiture Action”); provided, however, that any Divestiture Action is conditioned upon the consummation of the transactions contemplated by this Agreement and subject to the procedures and other terms set forth on Schedule 5.3. The Company shall cooperate with Parent in good faith with respect to any proposed Divestiture Actions and shall, and shall cause its reasonable best efforts Subsidiaries to, enter into one or more agreements reasonably requested by Parent to obtain be entered into by any third-party consents of them prior to the Closing with respect to any Divestiture Action; provided that are necessary, proper or advisable to consummate any Divestiture Action is conditioned upon the Merger and consummation of the other transactions contemplated by this Agreement. Each Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, the Company shall not be required to provide cooperation with respect to, or agree to effect, any Divestiture Action that relates to any assets, businesses, properties, facilities or rights (collectively, “Assets”) of the Parties willCompany or any of its Subsidiaries (each such Asset, and a “Company Asset”), other than those Company Assets set forth on Schedule 5.3. For the avoidance of doubt, neither (x) the Company’s refusal to agree to any Divestiture Action with respect to a Company Asset not set forth on Schedule 5.3 as of the date of this Agreement, nor (y) the failure of the Company or any of its Subsidiaries to obtain any Consent from any Third Party as may be required in connection with any Divestiture Action (including with respect to the Company Assets set forth on Schedule 5.3), shall cause their respective Affiliates toconstitute a breach by the Company of this Agreement. (c) Except as otherwise provided herein or on Schedule 5.3, each of the parties hereto will furnish to the other Parties such necessary information and reasonable assistance as the other Parties may reasonably request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in good faith in (x) preparing such filings and agreeing to take any actions, including Divestiture Actions (with respect to the Company, solely with respect to the Company Assets set forth on Schedule 5.3), prior to submitting such filings that the parties agree would be helpful in obtaining all Consents under any Antitrust Laws that may be required by any Governmental Authority so as to enable the parties to consummate the transactions contemplated by this Agreement, including the Merger, as expeditiously as possible, and (y) responding to any inquiry from a Governmental Authority, including (i) promptly informing the other Party party of such inquiry, (ii) consulting in advance before making any presentations or submissions to a Governmental Authority, (iii) giving the other party the opportunity to attend and participate in any substantive meetings or discussions with any Governmental Authority, to the extent not prohibited by such Governmental Authority and (iv) supplying each other with copies of all material correspondence, filings or communications between such Party either party and any Governmental Authority with respect to this Agreement; provided, however, that Parent shall determine the strategy and timing for obtaining all necessary actions or non-actions, Consents and approvals from Governmental Authorities necessary in connection with the consummation of the transactions contemplated by this Agreement after considering in good faith all comments and advice of the Company (and its counsel). To The Company and Parent, in their respective sole and absolute discretion, may designate any competitively sensitive material as “Outside Counsel Only Material” such that such materials and the extent reasonably practicableinformation contained therein shall be given only to the outside counsel of the recipient and will not be disclosed to employees, officers or directors of the Parties or their Representatives shall have the right to review recipient unless express permission is obtained in advance and each from the source of the Parties will consult the other Parties onmaterials or its legal counsel. (d) Parent and Merger Sub shall not, all the information relating to the other Parties and each shall not permit any of their Affiliates that appears in any filing made to, (i) acquire or agree to acquire by merging or consolidating with, or written materials submitted toby purchasing a portion of the assets of or equity in, or by any other manner, any business of any Person or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests or (ii) take or agree to take any other action (including entering into or agreeing to enter into any material license, joint venture or other transaction), in each case that would (A) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, approval from, or avoiding an Action by, any Governmental Authority in connection with necessary to consummate the Merger and transactions contemplated by this Agreement or the other expiration or termination of any applicable waiting period, (B) materially increase the risk of any Governmental Authority entering an Order prohibiting the consummation of the transactions contemplated by this Agreement or (C) otherwise materially delay or prevent the consummation of the transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party shall, nor shall any Party permit its respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this Agreement, none of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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. (b) In connection with and without limiting the foregoing Section 7.5(a)foregoing, each of Parent and the Parties Company shall give (or shall cause their respective Affiliates the other Parent Entities or the other Company Entities, respectively, to give) any notices to third parties, and each of the Parties Parent Entities and the Company shall use, and cause each of their respective Affiliates to use, its or their reasonable best efforts to obtain any third-third party consents not covered by Section 6.5(a) that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this AgreementMerger. Each of the Parties will, and shall cause their respective Affiliates to, parties hereto will furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party either party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties parties or their Representatives shall have the right to review in advance and each of the Parties parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party none of the parties hereto shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. Notwithstanding the foregoing, obtaining any approval or consent from any third party pursuant to this Section 6.5(b) shall not be a condition to the obligations of Parent and Merger Sub to consummate the Merger. (c) Without limiting the generality of Section 6.5(a) and (b), the Company will use its reasonable best efforts to obtain the consents and approvals required under the Investment Advisers Act (including the SEC’s interpretive guidance thereof) to effect the assignment or continuation of the Advisory Contracts following the Closing. If consent of a Client in relation to an Advisory Contract is required under the Investment Advisers Act (including the SEC’s interpretive guidance thereof) or by such Advisory Contract as a result of the transactions contemplated by this Agreement, as soon as reasonably practicable following the date of this Agreement (but in no event later than 30 days after the date of this Agreement), the Company shall send a written notice, substantially in the form attached hereto as Exhibit A (the “Initial Negative Consent Notice”). Within 45 days of sending the Initial Negative Consent Notice, the Company shall send a written notice to Clients that received the Initial Negative Consent Notice reminding each such Client of each of the matters set forth in the Initial Negative Consent Notice. (d) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this AgreementMerger, none of the Parties parties hereto, any of the other Company Entities or any of the other Parent Entities, or any of the their respective Representatives Representatives, shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses (unless expressly required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject by a written agreement that was entered into prior to the immediately foregoing sentence, the Parties date hereof with such Person). The parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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. (b) In connection with and without limiting the foregoing Section 7.5(a)foregoing, each of Parent and the Parties Company shall give (or shall cause their respective Affiliates the Parent Subsidiaries or the Company Subsidiaries, respectively, to give) any notices to third partiesThird Parties, and each of Parent and the Parties Company shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-party Third Party consents not covered by Section 7.6(a) that are necessary, proper or advisable to consummate the Merger Offer and the other transactions contemplated by this AgreementMerger. Each of the Parties will, and shall cause their respective Affiliates to, parties hereto will furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party either party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties parties or their Representatives shall have the right to review in advance and each of the Parties parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party neither the Company nor Parent shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent consent, other than the Lender Consents, from any Person (other than any Governmental Authority) with respect to the Merger and Offer or the other transactions contemplated by this AgreementMerger, none of the Parties Company, Parent, any of the Company Subsidiaries, any of the Parent Subsidiaries or any of the their respective Representatives Representatives, shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure LetterPerson. Subject to the immediately foregoing sentence, the Parties The parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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. (b) In connection with and without limiting the foregoing Section 7.5(a)foregoing, each of the Parent Parties and the Company Parties shall give (or shall cause their respective Affiliates the other Parent Entities or the other Company Entities, respectively, to give) any notices to third partiesThird Parties, and each of the Parent Parties and the Company Parties shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-party Third Party consents not covered by Section 6.7(a) that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this AgreementMergers. Each of the Parties will, and shall cause their respective Affiliates to, parties hereto will furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party either party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties parties or their Representatives shall have the right to review in advance and each of the Parties parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger Mergers and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party none of the parties hereto shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. Notwithstanding the foregoing, obtaining any approval or consent from any third party pursuant to this Section 6.7(b) shall not be a condition to the obligations of Parent and Merger Sub to consummate the Mergers. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this AgreementMergers, none of the Parties parties hereto, any of the other Company Entities or any of the other Parent Entities, or any of the their respective Representatives Representatives, shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses (unless expressly required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject by a written agreement that was entered into prior to the immediately foregoing sentence, the Parties date hereof with such Person). The parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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 Merger. (b) Notwithstanding anything to 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 reversedcontrary in Section 5.5(a), the avoidance of Parent agrees to use its best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made, any and all undertakings necessary to resolve, avoid or eliminate each and every impediment under any antitrust, merger control, competition or trade regulation Competition 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 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 Second Extended Outside Date), 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 assets assets, properties or businesses of such Party, the Company or any of its subsidiaries or their Affiliates Subsidiaries, or (B) accepting any operational restrictions 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 retain, one or more any of their businessesthe assets, properties, licenses, rights, product lines lines, operations or assetsbusinesses of the Company or any of its Subsidiaries in each case, as may be required in order to avoid the entry of, or to 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 Closing, as applicable; provided, however, that neither Parent nor any Parent Subsidiary shall be required to propose, negotiate, commit to, effect, or accept any of the actions specified in Section 5.5(b)(A) or 5.5(b)(B)if such actions would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, operations or financial condition of the Company and its subsidiaries, taken as a whole. In addition, Parent shall use its best efforts to defend through litigation on the merits any claim asserted before any court or administrative body with applicable jurisdiction by any party in order to avoid entry of, or to have vacated or terminated, any Order (whether temporary, preliminary or permanent) that would prevent the Closing from occurring on or prior to the Second Extended Outside Date (as it may be extended). (bc) In connection with The Company and without limiting the foregoing Section 7.5(a), each of the Parties Parent shall give (or shall cause their respective Affiliates Subsidiaries to give) any notices to third partiesThird Parties, and each of the Parties shall use, and cause each of their respective Affiliates Subsidiaries to use, its commercially reasonable best efforts to obtain the Third Party consents, approvals or waivers identified on Schedule 5.5(c) and the Company and Merger Sub shall coordinate and cooperate in seeking any third-such consents, approvals or waivers. In the event that either party consents that are necessaryshall fail to obtain any Third Party consent described in the first sentence of this Section 5.5(c) such party shall take any such actions reasonably requested by the other party hereto (at such other party’s sole cost and expense), proper to minimize any adverse effect upon the Company and the Parent, their respective Subsidiaries, and their respective businesses resulting, or advisable which would reasonably be expected to consummate result, after the Effective Time, from the failure to obtain such consent. (d) Without limiting the generality of anything contained in this Section 5.5, each party hereto shall: (i) give the other parties prompt notice of the making or commencement of any request, inquiry, Investigation, action or Proceeding by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement; (ii) keep the other parties informed as to the status of any such request, inquiry, Investigation, action or Proceeding; (iii) promptly inform the other parties of any communication to or from any Governmental Entity regarding the Merger or any of the other transactions contemplated by this Agreement; and (iv) promptly provide to the other parties copies of any written communications received or provided by such party, or any of its Subsidiaries, from or to any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement. Each party hereto will consult and cooperate with the other parties and will consider in good faith the views of the Parties will, and shall cause their respective Affiliates to, furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request parties in connection with the preparation of any required applicationsfiling, noticesanalysis, registrations and requests as may be required appearance, presentation, memorandum, brief, argument, opinion or advisable to be filed with any Governmental Authority and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party of such inquiry, consulting in advance before making any presentations proposal made or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and or any of the other transactions contemplated by this Agreement. In addition, except that confidential competitively sensitive business information as may be redacted from such exchanges. To the extent reasonably practicable, no Party shall, nor shall any Party permit its respective Representatives to, participate independently in any meeting or engage in any substantive conversation with prohibited by any Governmental Authority in respect of Entity or by any filing, investigation or other inquiry without giving the other Parties prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval such request, inquiry, Investigation, action or consent from Proceeding, each party hereto will permit authorized representatives of the other parties to be present at each meeting or conference relating to such request, inquiry, Investigation, action or Proceeding and to have access to and be consulted in connection with any Person (other than document, opinion or proposal made or submitted to any Governmental AuthorityEntity in connection with such request, inquiry, Investigation, action or Proceeding. (e) Nothing contained in this Agreement shall give the Parent or Merger Sub, directly or indirectly, the right to control or direct the operations of the Company prior to the consummation of the Merger. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete unilateral control and supervision over its business operations. (f) Prior to the Effective Time, the Company shall use its reasonable best efforts to cause the Company Representatives to, provide all customary cooperation, including provision of customary financial information, that is reasonably requested by Parent or Merger Sub in connection with any third-party debt financing obtained by Merger Sub for the purpose of financing the Merger (it being understood that the receipt of any such debt financing is not a condition to the Merger); provided, however, that (i) no such cooperation shall be required to the extent it would (A) unreasonably disrupt the conduct of the Company’s business or (B) require the Company or the Company Subsidiaries to incur any fees, expenses or other liability prior to the Effective Time for which it is not promptly reimbursed or simultaneously indemnified and (ii) the Company and the Company Subsidiaries shall not be required to execute any credit or security documentation or similar agreement prior to the Effective Time. (g) The Company shall use reasonable best efforts to deliver to Parent and Merger Sub at least three Business Days’ (or such later day as shall be reasonably practicable) prior to the Effective Time a customary payoff letter with respect to the Merger Credit Agreement, dated as of March 25, 2013, among the Company, Credit Suisse AG, as administrative agent, collateral agent, L/C issuer and swingline lender, and the other transactions contemplated by this lenders from time to time party thereto (as amended, supplemented, modified, refinanced or replaced, the “Existing Loan Agreement”). The Company shall use reasonable best efforts to facilitate the termination and repayment in full of all obligations under the Existing Loan Agreement, none and the release of any liens and termination of all guarantees in connection therewith, at, and subject to the Parties occurrence of, the Effective Time; provided that the Company shall have the necessary funds on hand, or any of their respective Representatives shall be obligated have received from Parent the funds necessary, to pay or commit in full such obligations. Parent shall reimburse the Company for any out-of-pocket expenses incurred by the Company pursuant to pay this Section 5.5(g). (h) The Company shall use reasonable best efforts to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing cooperate with Parent and consent fees and any other expenses required to be paid Merger Sub in connection with obtaining (i) the consent replacement, backstopping or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) amendment, as of the CMR Disclosure Letter Effective Date, of outstanding financial guaranties, letters of credit, letters of guaranty, surety bonds and Section 5.3(a)(iii) other similar instruments and obligations of the CCI Disclosure Letter. Subject Company and the Company Subsidiaries, including granting any waivers in respect thereof and facilitating the migration of such financial products to the immediately foregoing sentencefacilities of Parent or its affiliates and (ii) the satisfaction or amendment, as of the Parties Effective Date, of derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts, option agreements), in each case as reasonably requested by Parent. Parent shall cooperate with respect reimburse the Company for any out-of-pocket expenses incurred by the Company pursuant to reasonable accommodations that may be requested or appropriate to obtain such consentsthis Section 5.5(h).

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 their respective Affiliates to, and CMR shall and shall cause each CMR Subsidiary and each of their respective Affiliates to, the Parties will use its 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 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 of the Merger and the other transactions contemplated by this Agreementset forth in Article VI 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 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 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, ; (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 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 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 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. (b) In connection with and without limiting the foregoing Section 7.5(a), each of the Parties shall give (or shall cause their respective Affiliates to give) any notices to third parties, and each of the Parties shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-party consents that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Each of the Parties will, and shall cause their respective Affiliates to, will furnish to the other Parties others such necessary information and reasonable assistance as the other Parties others may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in responding to any inquiry from a Governmental AuthorityEntity, including promptly immediately informing the other Party Parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental AuthorityEntity, and supplying each other with copies of all material correspondence, filings or communications between such any Party and any Governmental Authority Entity with respect to this Agreement. To the extent reasonably practicable, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party shall, nor shall any Party permit its respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this Agreement, none of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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. (b) In connection with and without limiting the foregoing Section 7.5(a)foregoing, each of Parent and the Parties Company shall give (or shall cause their respective Affiliates the Parent Subsidiaries or the Company Subsidiaries, respectively, to give) any notices to third partiesThird Parties, and each of Parent and the Parties Company shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-party Third Party consents not covered by Section 6.6(a) that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated Mergers, including consents or notices required by this Agreementany telephone company or related to website advertising. Each of the Parties will, and shall cause their respective Affiliates to, parties hereto will furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party either party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties or their and permitted by a Governmental Authority, each party hereto shall permit Representatives shall have the right to review in advance and each of the Parties will consult the other Parties on, all the information relating party to the other Parties and each of their Affiliates that appears participate in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party shall, nor shall any Party permit its respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties the opportunity to attend or participate meetings (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) . Notwithstanding anything to the contrary in this Agreementforegoing, in connection with obtaining any approval or consent from any Person (other than any Governmental AuthorityThird Party pursuant to this Section 6.6(b) with respect shall not be a condition to the Merger and the other transactions contemplated by this Agreement, none obligations of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consentsParent.

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. (b) In connection with and without limiting the foregoing Section 7.5(a), each of the Parties shall give (or shall cause their respective Affiliates to give) any notices to third parties, and each of the Parties shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-party consents that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Each of the Parties will, and shall cause their respective Affiliates to, furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party shall, nor shall any Party permit its respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this Agreement, none of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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. (b) In connection with and without limiting the foregoing Section 7.5(a)foregoing, each of Parent and the Parties Company shall give (or shall cause their respective Affiliates Subsidiaries to give) any notices to third partiesThird Parties, and each of the Parties Parent shall useuse its reasonable best efforts, and cause each of their respective Affiliates to use, the Company shall use its reasonable best efforts to cooperate with Parent in its efforts, to obtain any third-party Third Party consents not covered by Section 6.7(a) that are necessary, proper or advisable to consummate the Merger Merger; provided, however, that Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket expenses and costs incurred in connection with the other transactions contemplated by Company’s obligations under this AgreementSection 6.7(b). Each of the Parties will, and shall cause their respective Affiliates to, will furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed submissions with any a Governmental Authority and will cooperate in responding to any inquiry from a Governmental Authority, including promptly immediately informing the other Party Parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other Party with copies of all material correspondence, filings or communications between such any Party and any Governmental Authority with respect to this AgreementAgreement and the transactions contemplated hereby. To the extent reasonably practicable, the Parties or their and permitted by a Governmental Authority, each Party shall permit Representatives shall have the right to review in advance and each of the Parties will consult the other Parties onto participate in meetings (whether by telephone or in person) with such Governmental Authority. Notwithstanding the foregoing, obtaining any approval or consent from any Third Party pursuant to this Section 6.7(b) shall not be considered a condition to the obligations of Parent and Merger Sub to consummate the Merger. (c) Parent shall use its reasonable best efforts to cause to be obtained, and to cooperate with the Company in obtaining, as promptly as practicable, all consents and waivers required under the information relating to Company Funded Debt (or the other Parties and each Contracts related thereto) so that the transactions contemplated by this Agreement (including the Merger) do not cause any event of their Affiliates that appears in any filing made withdefault pursuant to, or written materials submitted tootherwise violate or contravene, the terms of the Company Funded Debt (or any Governmental Authority Contract related thereto) (the “Debt Waivers”). Parent agrees to provide such security and assurances as to financial capability, resources and creditworthiness of the Company and/or any of its Subsidiaries following the Effective Time as may be reasonably requested by any Person from whom a Debt Waiver is required in connection with the Merger and the other transactions contemplated by this Agreement. Without limitation to the foregoing, except that confidential competitively sensitive business information may be redacted from as provided in Section 6.7(c) of the Parent Disclosure Letter, Parent shall execute and deliver such exchanges. To the extent reasonably practicableamendments, no Party shallguarantees, nor shall any Party permit its respective Representatives toindemnities and other agreements and documents, pledge such collateral, provide such information, participate independently in any meeting or engage such meetings, assist in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties prior notice preparation of such meeting documents and agreements, make and cooperate in the making of such filings, and take such other action, as promptly as practicable after the date hereof, as shall be reasonably necessary or conversation andappropriate in connection with the Debt Waivers (and obtaining the same); provided, however, that neither the Company nor Parent shall be obligated to incur any out of pocket fees, costs and expenses in connection with the Debt Waivers (and obtaining the same). Notwithstanding anything to the extent permitted contrary set forth in this Agreement, Parent shall promptly reimburse the Company for all reasonable and documented, out-of-pocket fees, costs and expenses incurred by applicable Law, without giving the other Parties Company in connection with the opportunity to attend or participate Debt Waivers (whether by telephone or in person) in any such meeting with such Governmental Authorityand obtaining the same). (cd) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and (including the other transactions contemplated by this AgreementDebt Waivers, for purposes of clause (ii) only), (i) without the prior written consent of Parent, none of the Parties Company, any of its Subsidiaries or any of their respective Representatives the Company’s or its Subsidiaries’ Representatives, shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and (ii) neither the Company nor any other expenses required of its Subsidiaries shall be obligated to be paid pay or commit to pay any amount, to waive any right or benefit, incur any obligation unless in each such case it is conditioned on completion of the Merger, make any accommodation or otherwise take any action in connection with obtaining any such approval or consent. To the consent or approval of any lender extent consistent with applicable Law, the Company shall cooperate with Parent and Merger Sub with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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. (b) In connection with and without limiting the foregoing Section 7.5(a)foregoing, each of Parent and the Parties Company shall give (or shall cause the Company Subsidiaries and Parent Subsidiaries, as applicable, and their respective Affiliates Representatives to give) any notices to third partiesany Person, and each of Parent and the Parties Company shall use, and cause each of their respective Affiliates the Parent Subsidiaries and the Company Subsidiaries, as applicable, to use, its reasonable best efforts to obtain any third-party consents from any Person not covered by Section 7.6(a) that are necessary, proper or advisable to consummate the Merger and or the other transactions contemplated by this Agreementhereby. Each of the Parties will, and shall cause their respective Affiliates to, will furnish to the other Parties such necessary information and reasonable assistance as the other Parties may reasonably request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such either Party and any Governmental Authority with respect to this AgreementAgreement or the consummation of the Merger or the other transactions contemplated hereby. To the extent reasonably practicable, the Parties or their Representatives shall have the right to review in advance advance, and each of the Parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and or the other transactions contemplated by this Agreementhereby, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party neither the Company nor Parent shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties Party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties Party the opportunity to attend or participate (whether by telephone telephone, virtually or in person) in any such meeting with such Governmental Authority. Notwithstanding the foregoing, obtaining any approval or consent from any Person pursuant to this Section 7.6(b) shall not be a condition to the obligations of the Parties to consummate the Merger. (c) Notwithstanding anything to the contrary in this Agreement, in In connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and or the other transactions contemplated by this Agreementhereby, none of the Parties Parties, the Company Subsidiaries or the Parent Subsidiaries, or any Representatives of their respective Representatives a Party, shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject prior to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consentsEffective Time.

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. (b) In connection with and without limiting the foregoing Section 7.5(a)7.7(a) or Sections 7.16 or 7.17, each of the Parties Parent and Company shall give (or shall cause their respective Affiliates the Parent Subsidiaries or the Company Subsidiaries, respectively, to) use its reasonable best efforts to give) give any notices to third parties, and each of the Parties Parent and Company shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-third party consents not covered by Section 7.7(a) that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Each of the Parties will, hereto will and shall cause their respective Affiliates to, furnish to the other Parties such necessary information and reasonable assistance as the other Parties may reasonably request in connection with the preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such either Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicablepracticable and permitted, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. The Parties may, as they deem advisable and necessary, designate any sensitive materials provided to the other under this Section 7.7 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, directors or trustees of the recipient without the advance written consent of the Party providing such materials. To the extent reasonably practicable, no Party neither Company nor Parent shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties Party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this Agreement, none of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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. (b) In connection with and without limiting the foregoing Section 7.5(a7.6(a), each of the Parties Parent and Company shall give (or shall cause their respective Affiliates the Parent Subsidiaries or the Company Subsidiaries, respectively, to) use its commercially reasonable efforts to give) give any notices to third parties, and each of the Parties Parent and Company shall use, and cause each of their respective Affiliates to use, its commercially reasonable best efforts to obtain any third-third party consents not covered by Section 7.6(a) that are necessary, proper or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement. Each of the Parties will, hereto will and shall cause their respective Affiliates to, furnish to the other Parties such necessary information and reasonable assistance as the other Parties may reasonably request in connection with the preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such either Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicablepracticable and permitted, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger Mergers and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. The Parties may, as they deem advisable and necessary, designate any sensitive materials provided to the other under this Section 7.6 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, directors or trustees of the recipient without the advance written consent of the Party providing such materials. To the extent reasonably practicable, no Party neither Company nor Parent shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties Party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this Agreement, none of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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. (b) In connection with and without limiting the foregoing efforts referenced in Section 7.5(a5.4(a), each of the Parties shall give parties hereto will (or shall cause their respective Affiliates to givei) any notices to third parties, and each of the Parties shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-party consents that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Each of the Parties will, and shall cause their respective Affiliates to, furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applicationsgovernmental filings, noticessubmissions or other documents; (ii) give the other reasonable prior notice of any such filing, registrations and requests as may be required submission or advisable other document and, to be filed the extent reasonably practicable, of any communication with or from any Governmental Authority regarding the transactions contemplated by this Agreement, and will permit the other to review and discuss in advance, and consider in good faith the views, and secure the participation, of the other in connection with any such filing, submission, document or communication; and (iii) cooperate in responding as promptly as reasonably practicable to any investigation or other inquiry from a Governmental AuthorityAuthority or in connection with any Proceeding initiated by a Governmental Authority or private party, including promptly informing the other Party party as soon as practicable of any such inquiryinvestigation, inquiry or Proceeding, and consulting in advance advance, to the extent practicable, before making any presentations or submissions to a Governmental Authority, or, in connection with any Proceeding initiated by a private party, to any other Person. In addition, each of the parties hereto will give reasonable prior notice to and supplying each consult with the other in advance of any meeting, conference or substantive communication with copies of all material correspondence, filings or communications between such Party and any Governmental Authority, or, in connection with any Proceeding by a private party, with any other Person, and to the extent not prohibited by applicable Law or by the applicable Governmental Authority with respect or other Person, and to this Agreement. To the extent reasonably practicable, the Parties not participate or their Representatives shall have the right to review attend any meeting or conference, or engage in advance and each any substantive communication, with any Governmental Authority or such other Person in respect of the Parties will consult transactions contemplated by this Agreement without the other Parties onparty, all and in the information relating event one party is prohibited from, or unable to participate, attend or engage in, any such meeting, conference or communication, keep such party apprised with respect thereto. Each party shall furnish to the other Parties copies of all filings, submissions, correspondence and each of communications between it and its Affiliates and their Affiliates that appears in any filing made withrespective Representatives, or written materials submitted toon the one hand, and any Governmental Authority or members of any Governmental Authority’s staff (or any other Person in connection with any Proceeding initiated by a private party), on the other hand, with respect to the transactions contemplated by this Agreement. Each party may, as it deems advisable and necessary, reasonably designate material provided to the other party as “Outside Counsel Only Material,” and also may reasonably redact the material as necessary to (A) remove personally sensitive information, (B) remove references concerning the valuation of the Company and its Subsidiaries or Parent and its Subsidiaries conducted in connection with the Merger approval and adoption of this Agreement and the negotiations and investigations leading thereto, (C) comply with contractual arrangements, (D) prevent the loss of a legal privilege or (E) comply with applicable Law. (c) The parties shall consult with each other with respect to obtaining all permits and Consents necessary to consummate the transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To including the extent reasonably practicable, no Party shall, nor shall any Party permit its respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental AuthorityMerger. (cd) Notwithstanding anything to Each of the contrary in parties agrees that, between the date of this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7.1, it shall not, and shall ensure that none of its Subsidiaries shall, consummate, enter into any agreement providing for, or announce, any investment, acquisition, divestiture or other business combination that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated by this Agreement, none of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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. (b) In connection with and without limiting the foregoing Section 7.5(a7.7(a), each of the Parties Parent and Company shall give (or shall cause their respective Affiliates the Parent Subsidiaries or the Company Subsidiaries, respectively, to) use its reasonable best efforts to give) give any notices to third parties, and each of the Parties Parent and Company shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-third party consents not covered by Section 7.7(a) that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Each of the Parties will, hereto will and shall cause their respective Affiliates to, furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such either Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicablepracticable and permitted, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. The Parties may, as they deem advisable and necessary, designate any sensitive materials provided to the other under this Section 7.7 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, directors or trustees of the recipient without the advance written consent of the Party providing such materials. To the extent reasonably practicable, no Party neither Company nor Parent shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties Party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this Agreement, none of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

Appropriate Action; Consents; Filings. (a) Upon Subject to the terms and subject to conditions hereof, 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 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 VII to be satisfied, satisfied including: (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, waiversconsents, consents terminations or expirations of waiting periods 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 (provided that, notwithstanding anything in this Agreement, in no event shall any party be required to make any payment to any such other persons to obtain such approval); (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 performance or consummation of the Merger or the other transactions contemplated by this Agreement (including the Merger) 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, ; and (iii) the avoidance execution and delivery 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 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. Without limiting the foregoing, thateach of the parties hereto shall, notwithstanding anything to the contrary extent required by applicable Law, promptly (in no event later than fifteen (15) Business Days following the date that this AgreementAgreement is executed) make its respective filings, no Party will have and thereafter make any obligation other required submissions, under the HSR Act with respect to the transactions contemplated hereby. The Company, Buyer and Acquisition Sub shall cooperate (A) in promptly determining whether any filings are required to proposebe or should be made or whether any consents, negotiateapprovals, commit permits or authorizations are required to be or effectshould be obtained under any other federal, by consent decreestate or non-U.S. Law or regulation or whether any consents, hold separate order approvals or otherwise, the sale, divestiture waivers are required to be or should be obtained from other parties to loan agreements or other disposition contracts or instruments material to the Company’s business in connection with the consummation of any assets or businesses of such Party, any of its subsidiaries or their Affiliates or the transactions contemplated by this Agreement and (B) otherwise in promptly making any such filings, furnishing information required in connection therewith and seeking to take obtain timely any such consents, permits, authorizations, approvals 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 assetswaivers. (b) In connection with If filings are required to be made under the HSR Act as contemplated by Section 6.4(a), in furtherance and without limiting not in limitation of the foregoing covenants of the parties contained in Section 7.5(a6.4(a), each of the Parties parties hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the Merger or any of the other transactions contemplated by this Agreement by or under the HSR Act, the Federal Trade Commission or Department of Justice, including taking all reasonable actions to obtain clearance; provided, however, that notwithstanding anything herein to the contrary, neither Buyer nor any of its Subsidiaries shall be required to (and the Company shall not unless directed to by Buyer) (i) contest any final action or decision taken by the Federal Trade Commission, Department of Justice or other Governmental Authority challenging the consummation of the transactions contemplated by this Agreement, (ii) agree to any “hold separate” agreement, contractual undertakings or asset divestiture or restriction on its or its Subsidiaries’ business operations, properties or assets or (iii) terminate existing relationships, contractual rights or obligations. (c) Each of Buyer and the Company shall give (or shall cause their its respective Affiliates Subsidiaries to give) any notices to third parties, and each of Buyer and, subject to the Parties restrictions set forth in Section 6.1(a)(vii), the Company, shall use, and cause each of their respective Affiliates its Subsidiaries to use, its reasonable best efforts to obtain any third-third party consents that are not covered by Section 6.4(a) and Section 6.4(b) above, necessary, proper or advisable to consummate the Merger Merger. Notwithstanding anything in this Agreement to the contrary, in no event shall Buyer, the Company or any of their respective Subsidiaries be required to pay any fee, penalty or other consideration, modify any Contract or make any other concession to any third party for any consent or approval required for the consummation of the Transactions under any Company Contract to which the Post-Sale Company will be a party or by which the Post-Sale Company or any of its assets or properties will be subject to or bound; provided, however, that the Company shall not, and shall not permit its Subsidiaries to, unless directed by Buyer, modify any Contract included in or relating to the Acquired Assets or make any other concession that would adversely affect the Post-Sale Company. (d) In connection with the matters that are the subject of this Section 6.4, each party shall without limitation, subject to applicable Law: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any communications from or with any Governmental Authority with respect to the transactions contemplated by this Agreement. Each ; (ii) use its reasonable best efforts to permit the other to review and discuss in advance, and consider in good faith the views of the Parties willother in connection with, and shall cause their respective Affiliates to, furnish any proposed written or any oral communication with any such Governmental Authority with respect to the transactions contemplated by this Agreement; (iii) use its reasonable best efforts not to participate in any meeting or have any communication with any such Governmental Authority with respect to the transactions contemplated by this Agreement, unless it has given the other Parties an opportunity to consult with it in advance and, to the extent permitted by such Governmental Authority, gives the other the opportunity to attend and participate therein; and (iv) furnish the other with such necessary information and reasonable assistance as the other Parties may reasonably request in connection with the its preparation of any required applications, notices, registrations and requests as may be required necessary filings or advisable to be filed with any Governmental Authority and will cooperate in responding submissions of information to any inquiry from a Governmental Authority, including promptly informing the other Party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except . Such materials and the information contained therein that confidential is competitively sensitive business information may shall be redacted given only to the outside legal counsel of the other party and will not be disclosed by such outside counsel to employees, officers or directors of their respective client unless express permission is obtained in advance from such exchanges. To the extent reasonably practicable, no Party shall, nor shall any Party permit disclosing party or its respective Representatives legal counsel. (e) The Company agrees to, participate independently and to cause its Affiliates to use its and their respective reasonable best efforts to, consummate and make effective the Related Transactions as promptly as practicable and to cause the conditions to the closing of the FFELP Transaction and the CBNA Transaction set forth in any meeting Article IX of the FFELP Transaction Agreement and Article VII of the CBNA Transaction Agreement, respectively, to be satisfied, including the obtaining of all necessary actions, consents, terminations or engage in any substantive conversation with any expirations of waiting periods and approvals from Governmental Authority in respect of any filing, investigation Authorities or other inquiry without giving persons necessary in connection with the other Parties prior notice consummation of such meeting or conversation and, the FFELP Transaction and the CBNA Transaction to the extent permitted by applicable Law, without giving the other Parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this Agreement, none of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain do so under such consentsRelated Transaction Agreements.

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. (b) In connection with and without limiting the foregoing Section 7.5(a)foregoing, each of the Parent Parties and the Company shall give (or shall cause their respective Affiliates the other Parent Entities or the other Company Entities, respectively, to give) any notices to third partiesThird Parties, and each of the Parent Parties and the Company shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-party Third Party consents not covered by Section 6.6(a) that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this AgreementMergers. Each of the Parties will, and shall cause their respective Affiliates to, parties hereto will furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party either party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties parties or their Representatives shall have the right to review in advance and each of the Parties parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger Mergers and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party none of the parties hereto shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. Notwithstanding the foregoing, obtaining any approval or consent from any third party pursuant to this Section 6.6(b) shall not be a condition to the obligations of Parent and Merger Sub to consummate the Merger. (c) In connection with obtaining the Lender Consents, and without limitation of the foregoing, the Parent Parties shall, and Parent shall cause the other Parent Entities to, furnish such information and provide such assistance to, and otherwise cooperate with, the Company, in each case, as the Company may reasonably request, in connection with any actions contemplated to be taken by the Company with respect to obtaining the Lender Consents, including by agreeing to provide, from and after the Closing, customary non-recourse carve-out or “bad boy,” guaranties with respect to events that are customarily the subject of such guaranties. The Parent Parties agree that the Company shall be expressly entitled to incur and pay any customary fees and expenses reasonably necessary to obtain the Lender Consents. Notwithstanding the foregoing, Parent may elect to exclude any Lender Consent from the provisions of this Section 6.6(c); provided, that the amount of Indebtedness to which such excluded Lender Consent relates shall not be applied toward the threshold set forth in Section 2.2(a). (d) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this AgreementMerger, none of the Parties parties hereto, any of the other Company Entities or any of the other Parent Entities, or any of the their respective Representatives Representatives, shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses (unless expressly required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject by a written agreement that was entered into prior to the immediately foregoing sentencedate hereof with such Person), the Parties unless such party is promptly reimbursed for such payment. The parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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 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. (b) In connection with and without limiting the foregoing Section 7.5(a)foregoing, each of Parent and the Parties Company shall give (or shall cause their respective Affiliates the Parent Subsidiaries or the Company Subsidiaries, respectively, to give) any notices to third partiesThird Parties, and each of Parent and the Parties Company shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-party Third Party consents not covered by Section 6.6(a) that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this AgreementMerger. Each of the Parties will, and shall cause their respective Affiliates to, parties hereto will furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party either party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties parties or their Representatives shall have the right to review in advance and each of the Parties parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party neither the Company nor Parent shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. Notwithstanding the foregoing, obtaining any approval or consent from any third party pursuant to this Section 6.6(b) shall not be a condition to the obligations of Parent and Merger Sub to consummate the Merger. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this AgreementMerger, none of the Parties Company, Parent, any of the Company Subsidiaries, any of the Parent Subsidiaries or any of the their respective Representatives Representatives, shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure LetterPerson. Subject to the immediately foregoing sentence, the Parties The parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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. (b) In connection with and without limiting the foregoing Section 7.5(a7.6(a), Section 7.15 or Section 3.10, each of Parent and the Parties Company shall give (or shall cause their respective Affiliates Parent Subsidiaries or the Company Subsidiaries, respectively, to) use its commercially reasonable efforts to give) give any notices to third parties, and each of Parent and the Parties Company shall use, and cause each of their respective Affiliates to use, its commercially reasonable best efforts to obtain any third-third party consents not covered by Section 7.6(a) that are necessary, proper or advisable to consummate the Merger Mergers and the other transactions contemplated by this Agreement. Each of the Parties will, hereto will and shall cause their respective Affiliates to, furnish to the other Parties such necessary information and reasonable assistance as the other Parties may reasonably request in connection with the preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such either Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicablepracticable and permitted, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger Mergers and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. The Parties may, as they deem advisable and necessary, designate any sensitive materials provided to the other under this Section 7.6 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, directors or trustees of the recipient without the advance written consent of the Party providing such materials. To the extent reasonably practicable, no Party neither the Company nor Parent shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties Party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this Agreement, none of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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. (b) In connection with and without limiting the foregoing Section 7.5(a)foregoing, each of the Parties shall give (or Company and Purchaser shall, and shall cause their respective Affiliates Subsidiaries to, use its reasonable best efforts to give) give any notices to third parties, and each of the Parties Company and Purchaser shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-third party consents not covered by Section 5.5(a) that are necessary, proper or advisable to consummate in connection with the Merger consummation of the SoftBank Investment and the other transactions contemplated by this Agreement. . (c) Each of the Parties willshall, and shall cause their respective Affiliates to, furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in satisfying the Regulatory Conditions and responding to any inquiry from a Governmental Authority, including promptly informing the other Party Parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such any Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicablepracticable and permitted by applicable Law, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties on, all the information relating to the other Parties and each of their its Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger SoftBank Investment and the other transactions contemplated by this Agreement; provided, except that confidential any such information may be redacted (i) to omit competitively sensitive business information may and personal identifying information as defined in 31 C.F.R. § 800.402(c)(6)(vi)(B), (ii) to remove references concerning the valuation of the applicable Party and (iii) as necessary to address reasonable attorney-client or other privilege concerns (provided that the redacting Party shall use its commercially reasonable efforts to enter into a mutually acceptable joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney-client or other privilege). The Parties may, as they deem advisable and necessary, designate any sensitive materials provided to the other under this Section 5.5 as “outside counsel only.” Such materials and the information contained therein shall be redacted from given only to outside counsel of the recipient and will not be disclosed by such exchangesoutside counsel to employees, officers, directors or trustees of the recipient without the advance written consent of the Party providing such materials. To the extent reasonably practicable, no Party neither Company nor Purchaser shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties Party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties Party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (cd) In furtherance and not in limitation of Section 5.5(a), but subject to Section 5.5(i), each Party agrees to use reasonable best efforts to make appropriate filings under any applicable Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as practicable, and to supply as promptly as practicable and advisable any additional information and documentary material that may be requested by any Governmental Authority pursuant to any applicable Antitrust Law, and to take all other actions necessary to cause the expiration or termination of any applicable waiting periods and to obtain any other required consents, clearances, registrations, approvals, and authorizations as soon as practicable. (e) To the extent any of the following have not been completed prior to the date of this Agreement, as soon as practicable after the date of this Agreement, the Parties shall prepare and file a draft joint voluntary notice to CFIUS pursuant to Section 721 and will promptly provide CFIUS with any additional or supplemental information requested by CFIUS during such pre-filing consultation period, at the end of which the Parties will prepare and file with CFIUS a final joint voluntary notice pursuant to Section 721. Each of the Parties shall use its reasonable best efforts to respond promptly to any inquiries received from CFIUS for additional information or documentation and to respond promptly to all inquiries and requests from CFIUS in connection with such voluntary notice. Each of the Parties shall, in cooperation with each other, use its reasonable best efforts to overcome any objections which may be raised by CFIUS. Notwithstanding anything to the contrary herein, with respect to actions necessary to obtain CFIUS Clearance, Purchaser shall lead all communications, positions and strategies relating to the obtaining of CFIUS Clearance necessary in connection with the consummation of the Merger, the SoftBank Investment and the other transactions contemplated by this Agreement and the making of all necessary or advisable submission and the taking of all reasonable steps as may be necessary or advisable to obtain CFIUS Clearance; provided, however, that Purchaser shall (i) consult with Company with respect to all filings and communication with CFIUS, including any proposal or offer to mitigate a national security concern, (ii) use its reasonable best efforts to involve Company in all communications with CFIUS, and (iii) keep Company timely and reasonably informed of inquiries from CFIUS. (f) To the extent any of the following have not been completed prior to the date of this Agreement, as soon as practicable after the date of this Agreement, Company and Purchaser will submit to DSS and, to the extent applicable, any other Governmental Authority, notification of the transactions contemplated by this Agreement and the Combination Agreement pursuant to the NISPOM and any other applicable national security or industrial security regulations, and, if necessary, submit and request approval of measures to mitigate FOCI arising as a result of the SoftBank Investment. Purchaser and Company shall cooperate with respect to, if necessary, proposing, committing to or implementing appropriate arrangements with DSS and other relevant Governmental Authorities permitting the SoftBank Investment. Notwithstanding anything to the contrary herein, with respect to actions necessary to obtain DSS Approval, Company shall comply with the NISPOM and any commitments made by Company to DSS, and shall cooperate with Purchaser in good faith to make a proposal to DSS, as reasonably deemed optimal by Company in consultation with Purchaser, consistent with seeking approval from DSS. In addition, Company shall lead all communications, positions and strategies relating to the obtaining of DSS Approval necessary in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the consummation of the SoftBank Investment, the Merger and the other transactions contemplated by this AgreementAgreement and the making of all necessary or advisable submission and the taking of all reasonable steps as may be necessary or advisable to obtain DSS Approval; provided, none however, that Company shall (i) keep Purchaser timely and reasonably informed of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing communications with DSS and consent fees and any other expenses required to be paid in connection consult with obtaining the consent or approval of any lender Purchaser with respect to any Indebtedness set forth on Section 4.3(a)(iiiall filings and communications with DSS, (ii) use its reasonable best efforts to involve Purchaser in all communications with DSS, and (iii) consult with Purchaser with respect to plans to mitigate FOCI consistent with the requirements of the CMR Disclosure Letter NISPOM. (g) In furtherance and not in limitation of Section 5.3(a)(iii) 5.5(a), to the extent any of the CCI Disclosure Letter. Subject following have not been completed prior to the immediately foregoing sentencedate of this Agreement, as soon as possible after the execution of this Agreement, the Parties shall cooperate prepare and file with DDTC a notice as required under the XXXX, 00 XXX § 122.4(b). Each of the Parties shall use reasonable best efforts to respond promptly to any inquiries received from DDTC for additional information or documentation and to respond promptly to all inquiries and requests from DDTC in connection with such notice. (h) To the extent any of the following have not been completed prior to the date of this Agreement, as soon as practicable after the date of this Agreement, the Parties shall prepare and file all applications and documents necessary for any required FCC approvals and will promptly provide the FCC with any additional or supplemental information requested by the FCC while such applications are pending. Each of the Parties shall use its reasonable best efforts to respond promptly to any inquiries received from the FCC for additional information or documentation and to respond promptly to all inquiries. Each of the Parties shall, in cooperation with each other, use its reasonable best efforts to overcome any objections which may be raised by the FCC. (i) Notwithstanding the foregoing, nothing contained in this Agreement shall be construed to require (i) either Party to agree or commit to any restrictions that would limit such Party’s freedom of action with respect to, or its ability to reasonable accommodations retain or hold, any of its businesses, assets, equity interests or properties, in each case, if such agreement or commitment is not conditioned on the Closing or (ii) either Party to complete or effect any sale, divestiture, license, hold separate or other disposition prior to the Closing. Further, notwithstanding the foregoing, nothing contained in this Agreement shall be construed to require (A) Company or its Affiliates to undertake any efforts or to take any action if the taking of such efforts or action is or would reasonably be expected to result, individually or in the aggregate, in a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of Company and the Company Subsidiaries, taken as a whole, or (B) Purchaser or its Affiliates to undertake any efforts or to take any action if the taking of such efforts or action is or would reasonably be expected to (x) result, individually or in the aggregate, in a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of Company and the Company Subsidiaries, taken as a whole, (y) result, individually or in the aggregate, in a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of Target and the Subsidiaries of Target, taken as a whole, or (z) result, individually or in the aggregate, in a material adverse effect on the aggregate value of the Purchased Shares immediately following the Effective Time of the Merger; provided that may nothing herein shall be requested deemed to limit any obligations of Target or appropriate its Affiliates pursuant to obtain the Combination Agreement (each of such consentsactions in clauses (A) and (B), a “Burdensome Condition”), and neither Company nor Purchaser, nor any of the Company Subsidiaries or the Subsidiaries of Purchaser, shall take any action that has the effect of, or agree with any Governmental Authority to, any Burdensome Condition without the prior written consent of the other Party. The Parties acknowledge and agree that, for the avoidance of doubt, any compliance with the existing FOCI mitigation measures applicable to Intelsat General Corporation shall not be deemed to be a Burdensome Condition hereunder.

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. (b) In connection with and without limiting the foregoing Section 7.5(a)foregoing, each of the Starwood Waypoint Parties and the Invitation Homes Parties shall give (or shall cause their respective Affiliates the other Starwood Waypoint Entities or the other Invitation Homes Entities, respectively, to give) any notices to third partiesThird Parties, and each of the Starwood Waypoint Parties and the Invitation Homes Parties shall use, and cause each of their respective Affiliates the other Starwood Waypoint Entities or the other Invitation Homes Entities, respectively, to use, its reasonable best efforts to obtain any third-party Third Party consents not covered by Section 6.6(a) that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this AgreementMergers. Each of the Parties will, and shall cause their respective Affiliates to, will furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party Parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such either Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the The Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger Mergers and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party none of the Parties shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, approval, investigation or other inquiry without giving the other Parties Party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything in this Section 6.6 to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this Agreement, none of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject to the immediately foregoing sentencecontrary, the Parties shall cooperate with respect not be required pursuant to reasonable accommodations this Section 6.6 to propose, commit to or effect any action that may be requested or appropriate to obtain such consentsis not conditioned on the consummation of the Mergers.

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 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. (b) In connection with and without limiting the foregoing Section 7.5(a), each of the Parties shall give (or shall cause their respective Affiliates to give) any notices to third parties, and each of the Parties shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-party consents that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Each of hereby and to cause the Parties willconditions set forth in Article VII to be satisfied as promptly as practicable, and shall cause including using their respective Affiliates toreasonable best efforts to (i) promptly obtain all actions or non-actions, furnish to the other Parties such consents, Permits, waivers, approvals, authorizations and orders from Governmental Entities necessary information and reasonable assistance as the other Parties may request or advisable in connection with the preparation consummation of any required applicationsthe transactions contemplated hereby, notices(ii) as promptly as practicable, make and not withdraw (without Buyer's consent) all registrations and requests as may be required or advisable to be filed filings with any Governmental Authority and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party of such inquiry, consulting in advance before making any presentations Entity necessary or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority advisable in connection with the Merger and consummation of the other transactions contemplated by this Agreement, except and promptly make any further filings pursuant thereto that confidential competitively sensitive business information may be redacted from such exchanges. To necessary or advisable, (iii) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the extent reasonably practicableability of the parties hereto to consummate the transactions contemplated hereby, no Party shallin each case until the issuance of a final, nor shall non-appealable order with respect thereto, (iv) seek to resolve any Party permit its respective Representatives to, participate independently in any meeting objection or engage in any substantive conversation with assertion by any Governmental Authority in respect Entity challenging this Agreement or the transactions contemplated hereby and (v) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby; provided, however, that under no circumstances shall Buyer be obligated to sell, divest, or dispose of any filingbusiness, investigation service, product, Contract, or other inquiry without giving tangible or intangible asset of Buyer or the other Parties prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties the opportunity to attend or participate Company (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this Agreement, none of the Parties or any of their respective Representatives shall be obligated Subsidiaries or Affiliates) or to pay or commit to pay to such Person whose approval or consent is being solicited enter into any cash or other considerationbehavioral limitation, make any accommodation conduct restriction, or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject to the immediately foregoing sentencesuch business, the Parties shall cooperate with respect to reasonable accommodations that may be requested service, product, Contract, or appropriate to obtain such consentsany other tangible or intangible asset.

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)). (b) In connection with and without limiting the foregoing Section 7.5(a7.6(a), each of the Parties shall give (or shall cause their respective Affiliates Subsidiaries to give) any notices to third parties, and each of the Parties shall use, and cause each of their respective Affiliates Subsidiaries to use, its commercially reasonable best efforts to obtain any third-party consents that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Each of the Parties will, and shall cause their respective Affiliates Subsidiaries to, furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such either Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no neither Party shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Merger and the other transactions contemplated by this Agreement without giving the other Parties Party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties Party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this Agreement, without the prior written consent of Parent, none of the Company or any of its Subsidiaries or Representatives shall, and none of the Parties or any of their respective Subsidiaries or Representatives shall be obligated to to, pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure LetterPerson. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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 reversedreversed and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and 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 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 transactions contemplated hereby. In addition, the avoidance parties shall mutually agree to make any and all other filings required pursuant to other Antitrust Laws as promptly as reasonably practicable following the date that this Agreement is executed. (b) Each of Parent, Acquisition Sub and the Company agree to use reasonable best efforts to take (and to cause their subsidiaries to take) promptly all steps necessary to avoid or eliminate each and every impediment and obtain all consents under any antitrust, merger control, competition or trade regulation Law Antitrust Laws that may be asserted required by any foreign or U.S. federal, state or local Governmental Authority Authority, in each case with respect to the Merger competent jurisdiction, so as to enable the Closing parties to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments reasonably necessary or advisable to consummate close the Merger and the other transactions contemplated by this Agreement as promptly as practicable. In no event, however, shall Parent, Acquisition Sub or any of their respective Affiliates be obligated to divest or hold separate any business or assets in connection with the consummation of the transactions contemplated by this Agreement, agree to any condition, restriction or limitation with respect to Parent, Acquisition Sub or any of their respective Affiliates or any of their respective assets or operations, or, pay any money to any Person or offer or grant other financial or other accommodations to any Person in connection with their obligations under this Section. Each of Parent, Acquisition Sub and the Company shall respond as promptly as practicable to any inquiries received from any Governmental Authority under any Antitrust Laws for additional information or documentation and to fully carry out the purposes of this Agreement; provided, that, notwithstanding all inquiries and requests received from either Governmental Authority. 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, neither the sale, divestiture or other disposition of any assets or businesses of such Party, Company nor any of its subsidiaries shall, without the written consent of Parent, offer or agree to divest, license, hold separate (including by trust or otherwise) or otherwise commit any of the Company, Parent, Acquisition Sub or any of their Affiliates or (B) otherwise to take or commit respective subsidiaries to take any actions action that would limit the limits any freedom of such Party, its subsidiaries (including subsidiaries of CCI after the Closing) or their Affiliates action with respect to, or to their ability to retain, one retain or more operate any of their businesses, product lines services or assets. (bc) In connection with and without limiting the foregoing Section 7.5(a), each of the Parties The Company shall give (or shall cause their its respective Affiliates subsidiaries to give) any notices to third partiesparties and the Company shall use its reasonable best efforts to, and each of the Parties Parent shall use, use and cause each of their respective Affiliates its subsidiaries to use, use its reasonable best efforts to cooperate with the Company in its efforts to, obtain any third-third party consents not covered by paragraphs (a) and (b) above that are necessary, proper or advisable to consummate the Merger Offer or the Merger; provided that none of the Company, Parent or any of their respective subsidiaries shall be required to make any payments to a third party to obtain any consent or approval of such third party prior to the Acceptance Time, and the other transactions contemplated by this Agreementshall not agree to make any such payments without Xxxxxx's prior written consent. Each of the Parties willparties hereto will (i) keep the others reasonably informed of any developments with any Governmental Authority in respect of any filings, and shall cause their respective Affiliates toinvestigation or inquiry concerning the Offer or the Merger, (ii) furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applicationsgovernmental filings or submissions, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority and will (iii) cooperate in responding to any inquiry from a Governmental Authority, including promptly immediately informing the other Party party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party either party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties or their Representatives Each party shall have the right to review in advance and each of the Parties will consult promptly inform the other Parties onparties of any oral communication with any Governmental Authority regarding any filings therewith or the transactions contemplated hereby. Each party agrees not to initiate any meeting or discussion, all the information relating to the other Parties and each of their Affiliates that appears either in any filing made withperson or by telephone, or written materials submitted to, with any Governmental Authority in connection with the Merger and transactions contemplated hereby unless it consults with the other transactions contemplated by this Agreementparty in advance and gives the other party the opportunity to attend any meetings, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party shall, nor shall any Party permit its respective Representatives to, or to participate independently in any meeting or engage in any substantive conversation with any communications with, a Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this Agreement, none of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI Company and 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 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 AgreementTransactions, including (i) the taking of 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 of 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 Transactions 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 AgreementTransactions, (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 AgreementTransactions, 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 (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 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. (b) In connection with and without limiting the foregoing Section 7.5(a)foregoing, each of the Parties Parent and Company shall give (or shall cause their respective Affiliates to give) any notices to third partiesThird Parties, and each of the Parties Parent and Company shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-party Third Party consents that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Each of the Parties will, and shall cause their respective Affiliates to, furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party shall, nor shall any Party permit its respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental AuthorityMerger. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental AuthorityEntity) with respect to the Merger and the other transactions contemplated by this AgreementMerger, none of the Parties parties hereto, or any of the their respective Representatives Representatives, shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses (unless expressly required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject by a written agreement that was entered into prior to the immediately foregoing sentence, the Parties date hereof with such Person). The parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, CCI shall including Section 7.5(i), each of Company and Absorbing Company shall, and shall cause each CCI Subsidiary the Company Subsidiaries and each of their respective Affiliates to, the Absorbing Company 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 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 (including to satisfy the Regulatory Conditions) 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 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 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 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. (b) In connection with and without limiting the foregoing Section 7.5(a)foregoing, each of the Parties shall give (or Absorbing Company and Company shall, and shall cause their respective Affiliates the Absorbing Company Subsidiaries or the Company Subsidiaries, respectively, to, use its reasonable best efforts to give) give any notices to third parties, and each of the Parties Absorbing Company and Company shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-third party consents not covered by Section 7.5(a) that are necessary, proper or advisable to consummate in connection with the consummation of the Merger and the other transactions contemplated by this Agreement. . (c) Each of the Parties willshall, and shall cause their respective Affiliates to, furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in satisfying the Regulatory Conditions and responding to any inquiry from a Governmental Authority, including promptly informing the other Party Parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such any Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicablepracticable and permitted by applicable Law, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties on, all the information relating to the other Parties and each of their its Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except ; provided that confidential any such information may be redacted (i) to omit competitively sensitive business information may and personal identifying information as defined in 31 C.F.R. § 800.402(c)(6)(vi)(B), (ii) to remove references concerning the valuation of the applicable Party and (iii) as necessary to address reasonable attorney-client or other privilege concerns (provided that the redacting Party shall use its commercially reasonable efforts to enter into a mutually acceptable joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney-client or other privilege). The Parties may, as they deem advisable and necessary, designate any sensitive materials provided to the other under this Section 7.5 as “outside counsel only.” Such materials and the information contained therein shall be redacted from given only to outside counsel of the recipient and will not be disclosed by such exchangesoutside counsel to employees, officers, directors or trustees of the recipient without the advance written consent of the Party providing such materials. To the extent reasonably practicable, no Party neither Company nor Absorbing Company shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties Party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties Party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (cd) In furtherance and not in limitation of Section 7.5(a), but subject to Section 7.5(i), each Party agrees to use reasonable best efforts to make appropriate filings under any applicable Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as practicable, and to supply as promptly as practicable and advisable any additional information and documentary material that may be requested by any Governmental Authority pursuant to any applicable Antitrust Law, and to take all other actions necessary to cause the expiration or termination of any applicable waiting periods and to obtain any other required consents, clearances, registrations, approvals, and authorizations as soon as practicable. (e) To the extent any of the following have not been completed prior to the date of this Agreement, as soon as practicable after the date of this Agreement, the Parties shall prepare and file a draft joint voluntary notice to CFIUS pursuant to Section 721 and will promptly provide CFIUS with any additional or supplemental information requested by CFIUS during such pre-filing consultation period, at the end of which the Parties will prepare and file with CFIUS a final joint voluntary notice pursuant to Section 721. Each of the Parties shall use its reasonable best efforts to respond promptly to any inquiries received from CFIUS for additional information or documentation and to respond promptly to all inquiries and requests from CFIUS in connection with such voluntary notice. Each of the Parties shall, in cooperation with each other, use its reasonable best efforts to overcome any objections which may be raised by CFIUS. Notwithstanding anything to the contrary in this Agreementherein, with respect to actions necessary to obtain CFIUS Clearance, Company shall lead all communications, positions and strategies relating to the obtaining of CFIUS Clearance necessary in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger consummation of the Merger, the SoftBank Investment and the other transactions contemplated by this Agreement and the making of all necessary or advisable submission and the taking of all reasonable steps as may be necessary or advisable to obtain CFIUS Clearance; provided, however, that Company shall (i) consult with Absorbing Company with respect to all filings and communication with CFIUS, including any proposal or offer to mitigate a national security concern, (ii) use its reasonable best efforts to involve Absorbing Company in all communications with CFIUS, and (iii) keep Absorbing Company timely and reasonably informed of inquiries from CFIUS. (f) To the extent any of the following have not been completed prior to the date of this Agreement, none as soon as practicable after the date of this Agreement, Absorbing Company and Company will submit to DSS and, to the extent applicable, any other Governmental Authority, notification of the Parties or any of their respective Representatives shall be obligated transactions contemplated by this Agreement pursuant to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees the NISPOM and any other expenses required applicable national security or industrial security regulations, and, if necessary, submit and request approval of measures to be paid mitigate FOCI arising as a result of the Merger. Absorbing Company and Company shall cooperate with respect to, if necessary, proposing, committing to or implementing appropriate arrangements with DSS and other relevant Governmental Authorities permitting the Merger. Notwithstanding anything to the contrary herein, with respect to actions necessary to obtain DSS Approval, Absorbing Company shall comply with the NISPOM and any commitments made by Absorbing Company to DSS, and shall cooperate with Company in good faith to make a proposal to DSS, as reasonably deemed optimal by Absorbing Company in consultation with Company, consistent with seeking approval from DSS. In addition, Absorbing Company shall lead all communications, positions and strategies relating to the obtaining of DSS Approval necessary in connection with obtaining the consent consummation of the Merger, the SoftBank Investment and the other transactions contemplated by this Agreement and the making of all necessary or approval advisable submission and the taking of any lender all reasonable steps as may be necessary or advisable to obtain DSS Approval; provided, however, that Absorbing Company shall (i) keep Company timely and reasonably informed of communications with DSS and consult with Company with respect to any Indebtedness set forth on Section 4.3(a)(iiiall filings and communications with DSS, (ii) use its reasonable best efforts to involve Company in all communications with DSS, and (iii) consult with Company with respect to plans to mitigate FOCI consistent with the requirements of the CMR Disclosure Letter NISPOM. (g) In furtherance and not in limitation of Section 5.3(a)(iii) 7.5(a), to the extent any of the CCI Disclosure Letter. Subject following have not been completed prior to the immediately foregoing sentencedate of this Agreement, as soon as possible after the execution of this Agreement, the Parties shall cooperate prepare and file with DDTC a notice as required under the XXXX, 00 XXX 122.4(b). Each of the Parties shall use reasonable best efforts to respond promptly to any inquiries received from DDTC for additional information or documentation and to respond promptly to all inquiries and requests from DDTC in connection with such notice. (h) To the extent any of the following have not been completed prior to the date of this Agreement, as soon as practicable after the date of this Agreement, the Parties shall prepare and file all applications and documents necessary for any required FCC approvals and will promptly provide the FCC with any additional or supplemental information requested by the FCC while such applications are pending. Each of the Parties shall use its reasonable best efforts to respond promptly to any inquiries received from the FCC for additional information or documentation and to respond promptly to all inquiries. Each of the Parties shall, in cooperation with each other, use its reasonable best efforts to overcome any objections which may be raised by the FCC. (i) Notwithstanding the foregoing, nothing contained in this Section 7.5 shall be construed to require Absorbing Company or Company (i) to agree or commit to any restrictions that would limit such Party’s freedom of action with respect to, or its ability to reasonable accommodations retain or hold, any of its businesses, assets, equity interests or properties, in each case, if such agreement or commitment is not conditioned on the Closing or (ii) to complete or effect any sale, divestiture, license, hold separate or other disposition prior to the Closing. Further, notwithstanding the foregoing, nothing contained in this Section 7.5 shall be construed to require Absorbing Company or Company to undertake any efforts or to take any action if the taking of such efforts or action is or would reasonably be expected to result, individually or in the aggregate, in a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of Absorbing Company and the Absorbing Company Subsidiaries, taken as a whole, or of Company and the Company Subsidiaries, taken as a whole (a “Burdensome Condition”), and neither Absorbing Company nor Company, nor any of the Company Subsidiaries or Absorbing Company Subsidiaries, shall take any action that may has the effect of, or agree with any Governmental Authority to, any Burdensome Condition without the prior written consent of the other Party. The Parties acknowledge and agree that, for the avoidance of doubt, any compliance with the existing FOCI mitigation measures applicable to Intelsat General Corporation shall not be requested or appropriate deemed to obtain such consentsbe a Burdensome Condition hereunder.

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. (b) In connection with and without limiting the foregoing Section 7.5(a)foregoing, each of the WPG Parties and the Glimcher Parties shall give (or shall cause their respective Affiliates the other WPG Entities or the other Glimcher Entities, respectively, to give) any notices to third partiesThird Parties, and each of the WPG Parties and the Glimcher Parties shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-party Third Party consents not covered by Section 6.6(a) that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this AgreementMergers. Each of the Parties will, and shall cause their respective Affiliates to, will furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party Parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such either Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the The Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger Mergers and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party none of the Parties shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties Party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything in this Section 6.6 to the contrary in contrary, Glimcher shall not be required pursuant to this AgreementSection 6.6 to propose, in connection with obtaining commit to or effect any approval or consent from any Person (other than any Governmental Authority) with respect to action that is not conditioned on the Merger and the other transactions contemplated by this Agreement, none consummation of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consentsMergers.

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. (b) In connection with and without limiting the foregoing Section 7.5(a), each of the Parties shall give (or shall cause their respective Affiliates to give) any notices to third parties, and each of the Parties shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-party consents that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Each of the Parties will, and shall cause their respective Affiliates to, furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the other Parties on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party shall, nor shall any Party permit its respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this Agreement, none of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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. (b) In connection with and without limiting the foregoing Section 7.5(a)foregoing, each of the Parent Parties and the Company shall give (or shall cause their respective Affiliates the Parent Subsidiaries or the Company Subsidiaries, respectively, to give) any notices to third partiesThird Parties, and each of the Parent Parties and the Company shall use, and cause each of their respective Affiliates to use, its commercially reasonable best efforts to obtain any third-third party consents not covered by Section 6.5(a) that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this AgreementMerger. Each of the Parties will, and shall cause their respective Affiliates to, parties hereto will furnish to the other Parties such necessary information and commercially reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party either party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties parties or their Representatives shall have the right to review in advance and each of the Parties parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party neither the Company nor the Parent Parties shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. Notwithstanding the foregoing, obtaining any approval or consent from any third party pursuant to this Section 6.5(b) shall not be a condition to the obligations of the Parent Parties and Merger Sub to consummate the Merger. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this AgreementMerger, none of the Parties Company, the Parent Parties, any of the Company Subsidiaries, any of the Parent Subsidiaries or any of the their respective Representatives Representatives, shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure LetterPerson. Subject to the immediately foregoing sentence, the Parties The parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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). (b) Upon the terms and subject to the conditions set forth in this Agreement, each of Hammer and Xxxxxx agrees to make any filings required to be made pursuant to the HSR Act or other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar applicable Laws (collectively, “Antitrust Laws”) with respect to the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested by such Governmental Authorities pursuant to any Antitrust Laws. The Parties shall use their reasonable best efforts to ensure that all such antitrust filings to be made shall be made in substantial compliance with the requirements of the applicable Antitrust Laws. In connection with furtherance, and without limiting the foregoing Section 7.5(a)generality, each of the foregoing, the Parties shall give use their reasonable best efforts to (i) cooperate with and assist each other in good faith to (A) determine, as promptly as reasonably practicable, which filings are required to be made pursuant to Antitrust Laws, (B) provide or cause to be provided as promptly as reasonably practicable to the other Party all necessary information and assistance as any Governmental Authority may from time to time require of such Party in connection with obtaining the relevant waivers, permits, consents, approvals, authorizations, qualifications, Orders or expiration of waiting periods in relation to such filings or in connection with any other review or investigation of the Merger and the other transactions contemplated by this Agreement by a Governmental Authority pursuant to any Antitrust Laws and (C) provide or cause to be provided as promptly as reasonably practicable all assistance and cooperation to allow the other Party to prepare and submit any such filings or submissions required to be submitted under any Antitrust Laws, including providing to the other Party any information that the other Party may from time to time require for the purpose of any filing with, notification to, application with, or request for further information made by, any Governmental Authority in respect of any such filing and (ii) (A) cooperate with and assist each other in good faith to devise and implement a joint strategy for making such filings, including the timing thereof, and for obtaining any related antitrust, competition, fair trade or similar clearances, (B) consult in advance with the other Party and in good faith take the other Party’s views into account regarding the overall strategic direction of obtaining such antitrust, competition, fair trade or similar clearances and (C) consult with the other Party prior to taking any material substantive position in any written submissions or, to the extent practicable, in any discussions with Governmental Authorities with respect to such antitrust, competition, fair trade or similar clearances, including any position as to a Remedial Action. To the extent permitted by applicable Law, each Party shall permit the other Party to review and discuss in advance, and shall consider in good faith the views of the other Party in connection with, any analyses, presentations, memoranda, briefs, written arguments, opinions, written proposals or other materials to be submitted to the Governmental Authorities. No Party will independently participate in any formal meeting with any Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and participate in such meeting. To the extent permitted by applicable Law, each Party shall keep the other apprised of the material content and status of any material communications with, and material communications from, any Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement, including promptly notifying the other Party of any material communication it receives from any Governmental Authority relating to any review or investigation of the Merger and the other transactions contemplated by this Agreement under any Antitrust Laws. To the extent permitted by applicable Law, the Parties shall, and shall use their reasonable best efforts to cause their respective Affiliates to give) use their reasonable best efforts to, provide the other Parties with copies of all material correspondence, filings or communications between them or any notices to third partiesof their respective Representatives, on the one hand, and each any Governmental Authority or members of its staff, on the Parties shall useother hand, with respect to this Agreement, the Merger and the other transactions contemplated hereunder; provided, however, that materials may be redacted (1) to remove references concerning the valuation of Hammer and the Hammer Subsidiaries or Xxxxxx and the Xxxxxx Subsidiaries, as applicable; (2) as necessary to comply with any Contract or Laws; and (3) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) Subject to the following sentence of this Section 7.5(c), Xxxxxx and Hammer shall, and shall cause each of their respective Affiliates to useSubsidiaries to, its reasonable best efforts take any and all steps necessary to obtain approval of the Merger and the other transactions contemplated by this Agreement by any third-party consents Governmental Authority under the Antitrust Laws, including taking all steps necessary to avoid or eliminate each and every legal impediment under any Antitrust Laws that are necessary, proper or advisable may be asserted by any Governmental Authority so as to enable the Parties hereto to consummate the Merger and the other transactions contemplated by this Agreement. Each of the Parties will, and shall cause their respective Affiliates to, furnish to the other Parties such necessary information and reasonable assistance Agreement as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests promptly as may be required or advisable to be filed with any Governmental Authority and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, and in any event prior to the Parties Outside Date, including proposing, negotiating, accepting, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, transfer, license, or other disposition of their Representatives shall Subsidiaries, assets, properties or businesses, the entrance into, or the amendment, modification or termination of, any Contracts or other arrangements, or business practices, and other remedies (each, a “Remedial Action”) in order to obtain such approvals and to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Law in any suit or other action, arbitration, or litigation, which could otherwise have the right to review in advance and each effect of delaying beyond the Parties will consult Outside Date or preventing the other Parties on, all the information relating to the other Parties and each consummation of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, except that confidential competitively sensitive business information may neither Xxxxxx nor Hammer nor any of their respective Subsidiaries or Affiliates shall be redacted required to propose, negotiate, accept, commit to, or effect any Remedial Action, the effect of which would reasonably be expected to have a material adverse effect after the Closing on the combined businesses of Hammer and Xxxxxx and their subsidiaries, taken as a whole, including the overall benefits expected, as of the date of this Agreement, to be derived by the Parties from such exchangesthe combination of Hammer and Xxxxxx via the Merger and the transactions contemplated by this Agreement. To the extent reasonably practicableIn addition, no Party Xxxxxx and Hammer shall, nor and shall any Party permit its respective Representatives cause each of the Xxxxxx Subsidiaries and the Hammer Subsidiaries, as applicable, to, participate independently defend through litigation on the merits so as to enable the parties to close the Merger and the other transactions contemplated hereby as promptly as reasonably practicable (and in any meeting event prior to the Outside Date) any claim asserted in court or engage in an administrative or other tribunal by any substantive conversation with any antitrust or competition Governmental Authority under Antitrust Laws in respect order to avoid entry of, or to have vacated or terminated, any Order (whether temporary, preliminary or permanent) that could prevent or delay beyond the Outside Date the Closing from occurring; provided, however, that, for the avoidance of doubt, such litigation shall in no way limit the obligations of the parties to comply with their other obligations under the terms of this Section 7.5. Xxxxxx and Hammer shall jointly direct and control any such litigation with counsel of their own choosing. In the event of any filingconflict between subsections (a), investigation (b) or other inquiry without giving (c) of this Section 7.5, the other Parties prior notice provisions of such meeting or conversation andthis Section 7.5(c) shall, with respect to the extent permitted by applicable Lawmatters addressed in this Section 7.5(c), without giving supersede the other Parties the opportunity to attend or participate provisions of subsections (whether by telephone or in persona) in any such meeting with such Governmental Authorityand (b) of this Section 7.5. (cd) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this Agreement, none of the Parties or neither Hammer nor Xxxxxx nor any of their respective Representatives Representatives, shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure LetterPerson. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

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. (b) In connection with and without limiting the foregoing Section 7.5(a)foregoing, each of the Parent Parties and the Company Parties shall give (or shall cause their respective Affiliates the other Parent Entities or the other Company Entities, respectively, to give) any notices to third partiesThird Parties, and each of the Parent Parties and the Company Parties shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third-party Third Party consents not covered by ‎‎Section 6.6(a) that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this AgreementMergers. Each of the Parties will, and shall cause their respective Affiliates to, parties hereto will furnish to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required governmental filings or advisable to be filed with any Governmental Authority submissions and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party either party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties parties or their Representatives shall have the right to review in advance and each of the Parties parties will consult the other Parties others on, all the information relating to the other Parties and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger Mergers and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, no Party none of the parties hereto shall, nor shall any Party they permit its their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Parties party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Parties parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. Notwithstanding the foregoing, obtaining any approval or consent from any third party pursuant to this ‎‎Section 6.6(b) shall not be a condition to the obligations of Parent and Merger Sub to consummate the Mergers. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this AgreementMergers, none of the Parties parties hereto, any of the other Company Entities or any of the other Parent Entities, or any of the their respective Representatives Representatives, shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person other than commercially reasonable processing and consent fees and any other expenses (unless expressly required to be paid in connection with obtaining the consent or approval of any lender with respect to any Indebtedness set forth on Section 4.3(a)(iii) of the CMR Disclosure Letter and Section 5.3(a)(iii) of the CCI Disclosure Letter. Subject by a written agreement that was entered into prior to the immediately foregoing sentence, the Parties date hereof with such Person). The parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.