Common use of Appropriate Action; Consents Clause in Contracts

Appropriate Action; Consents. (a) Subject to the terms and conditions set forth in this Agreement, each of Post and MAA shall, and shall cause the Post Subsidiaries and the MAA Subsidiaries, respectively, 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 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 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 VIII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Persons (other than Governmental Authorities, which are addressed in Section 7.3) necessary in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement, (iii) subject to Section 7.8(e), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the 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, so as to enable the Closing to occur as soon as reasonably possible, and (iv) the execution and delivery of any additional instruments necessary to consummate the Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. (b) In connection with and without limiting the foregoing, each of MAA and Post shall use its reasonable best efforts to give (or shall cause the MAA Subsidiaries or the Post Subsidiaries, respectively, use its reasonable best efforts to give) any notices to third parties, and each of MAA and Post shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third party consents not covered by Section 7.7(a) that are necessary, proper or advisable to consummate the Mergers and the other transactions contemplated by this Agreement. (c) Prior to the Closing, if requested by MAA, the Post Parties shall take such actions as are reasonably necessary to liquidate Post GP and the limited partner of Post LP that is a subsidiary of Post and distribute the interests in Post LP held by Post GP and such subsidiary to Post. (d) Immediately prior to the Closing, if requested by MAA, the Post Parties shall take such actions as are reasonably necessary to liquidate special purpose entities holding up to $800 million of assets and distribute such assets to Post LP to the extent necessary to permit MAA and MAA LP to satisfy certain bond covenants following the Closing (including a reasonable amount in excess of such covenants) and to the extent such assets are reasonably available in special purpose entities.

Appropriate Action; Consents. (a) Subject to the terms and conditions set forth in this Agreement, each of Post ARPI and MAA AMH shall, and shall cause the Post ARPI Subsidiaries and the MAA AMH Subsidiaries, respectively, to use its and 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 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 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 VIII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Persons (other than Governmental Authorities, which are addressed in Section 7.3) necessary in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement, (iii) subject to Section 7.8(e), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the 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, so as to enable the Closing to occur as soon as reasonably possible, and (iv) the execution and delivery of any additional instruments necessary to consummate the Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. (b) In connection with and without limiting the foregoing, each of MAA AMH and Post ARPI shall use its reasonable best efforts to give (or shall cause the MAA AMH Subsidiaries or the Post ARPI Subsidiaries, respectively, to use its their reasonable best efforts to give) any notices to third parties, and each of MAA AMH and Post ARPI 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 Mergers and the other transactions contemplated by this Agreement. (c) Prior . Notwithstanding anything to the Closingcontrary in this Section 7.7, if requested by MAAneither AMH nor ARPI, nor any of their respective Subsidiaries, shall be required to pay any consent fee or other consideration or accept any material concessions in order to obtain the Post Parties shall take such actions as are reasonably necessary to liquidate Post GP and the limited partner consent or waiver of Post LP that is a subsidiary of Post and distribute the interests in Post LP held by Post GP and such subsidiary to Postany Third Party. (d) Immediately prior to the Closing, if requested by MAA, the Post Parties shall take such actions as are reasonably necessary to liquidate special purpose entities holding up to $800 million of assets and distribute such assets to Post LP to the extent necessary to permit MAA and MAA LP to satisfy certain bond covenants following the Closing (including a reasonable amount in excess of such covenants) and to the extent such assets are reasonably available in special purpose entities.

Appropriate Action; Consents. (a) Subject to the terms and conditions set forth in this Agreement, each of Post Colonial and MAA shall, and shall cause the Post Colonial Subsidiaries and the MAA Subsidiaries, respectively, 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 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 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 VIII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Persons (other than Governmental Authorities, which are addressed in Section 7.3) necessary in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement, (iii) subject to Section 7.8(e), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the 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, so as to enable the Closing to occur as soon as reasonably possible, and (iv) the execution and delivery of any additional instruments necessary to consummate the Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. (b) In connection with and without limiting the foregoing, each of MAA and Post Colonial shall use its reasonable best efforts to give (or shall cause the MAA Subsidiaries or the Post Colonial Subsidiaries, respectively, use its reasonable best efforts to give) any notices to third parties, and each of MAA and Post Colonial shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third party consents not covered by Section 7.7(a) that are necessary, proper or advisable to consummate the Mergers and the other transactions contemplated by this Agreement. (c) Prior to the Closing, if requested by MAA, the Post Parties shall take such actions as are reasonably necessary to liquidate Post GP and the limited partner of Post LP that is a subsidiary of Post and distribute the interests in Post LP held by Post GP and such subsidiary to Post. (d) Immediately prior to the Closing, if requested by MAA, the Post Parties shall take such actions as are reasonably necessary to liquidate special purpose entities holding up to $800 million of assets and distribute such assets to Post LP to the extent necessary to permit MAA and MAA LP to satisfy certain bond covenants following the Closing (including a reasonable amount in excess of such covenants) and to the extent such assets are reasonably available in special purpose entities.

Appropriate Action; Consents. (a) Subject to the terms and conditions set forth in of this Agreement, each of Post the Company and MAA shall, and Parent shall cause the Post Subsidiaries and the MAA Subsidiaries, respectively, to use its their reasonable best efforts to (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any contract or agreement laws and regulations, to consummate and make effective, as promptly as practicable, the 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 VIII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Persons (other than Governmental Authorities, which are addressed in Section 7.3) necessary in connection with the consummation of the Mergers Merger and the other transactions contemplated by this Agreement as promptly as practicable, (ii) cause the conditions set forth in Sections 5.1(e) and (f) and 5.2(f) and (g) to be satisfied, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act and the Exchange Act or any other applicable law; PROVIDED that the Company and Parent shall cooperate with each other in connection with the making of all necessary registrations such filings. The Company and filings and the taking of Parent shall furnish to each other all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, information required for any Governmental Authority application or other Persons necessary filing to be made pursuant to the rules and regulations of any applicable law in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement, (iii) subject to Section 7.8(e), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the 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, so as to enable the Closing to occur as soon as reasonably possible, and (iv) the execution and delivery of any additional instruments necessary to consummate the Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. (b) In connection with The Company and without limiting the foregoing, each of MAA and Post Parent shall use its reasonable best efforts to give (or shall cause the MAA Subsidiaries or the Post Subsidiaries, respectively, use its reasonable best efforts their respective subsidiaries to give) any notices to third parties, and each of MAA and Post use (or shall use, and cause each of their respective Affiliates subsidiaries to use, its ) reasonable best efforts to obtain any third party consents not covered by Section 7.7(a(i) that are necessary, proper or advisable to consummate the Mergers and transactions contemplated by this Agreement or (ii) required to prevent the other occurrence of a Material Adverse Effect on the Company or Parent as a result of the transactions contemplated by this Agreement. (c) Prior . In the event that either party shall fail to the Closingobtain any third party consent described in this Section 4.7(b), if such party shall use reasonable best efforts, and shall take any such actions reasonably requested by MAAthe other party hereto, to minimize any adverse effect upon the Post Parties shall take such actions as are Company and Parent, their respective subsidiaries and their respective businesses resulting, or which could reasonably necessary be expected to liquidate Post GP and result after the limited partner of Post LP that is a subsidiary of Post and distribute Effective Time, from the interests in Post LP held by Post GP and such subsidiary to Post. (d) Immediately prior to the Closing, if requested by MAA, the Post Parties shall take such actions as are reasonably necessary to liquidate special purpose entities holding up to $800 million of assets and distribute such assets to Post LP to the extent necessary to permit MAA and MAA LP to satisfy certain bond covenants following the Closing (including a reasonable amount in excess absence of such covenants) consent; PROVIDED, HOWEVER, that such efforts and to actions shall not affect the extent such assets are reasonably available conditions set forth in special purpose entities.Article V.

Appropriate Action; Consents. (a) Subject to Each of Buyer, the terms Stockholders and conditions set forth in this Agreement, each of Post and MAA shall, the Company shall use (and shall cause the Post Subsidiaries and the MAA Subsidiarieseach of their respective subsidiaries to use, respectively, to use its as applicable) all reasonable best efforts to (i) take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any contract or agreement otherwise to consummate and make effective, as promptly as practicable, effective the 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 VIII to be satisfied, and (ii) the obtaining of all necessary actions obtain from any Governmental Entities or nonactionsother third parties any consents, licenses, permits, waivers, consents and approvals from Persons (other than Governmental Authoritiesapprovals, which are addressed in Section 7.3) necessary authorizations or orders required to be obtained or made by Buyer or the Company or any of their subsidiaries or affiliates, as applicable, in connection with the consummation authorization, execution and delivery of the Mergers and the other transactions contemplated by this Agreement and the making consummation of the transactions contemplated hereby, including, without limitation, the Merger. The Stockholders, the Company and Buyer shall furnish all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, information required for any Governmental Authority application or other Persons necessary filing to be made pursuant to the rules and regulations of any applicable Law in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement, (iii) subject to Section 7.8(e), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the 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, so as to enable the Closing to occur as soon as reasonably possible, and (iv) the execution and delivery of any additional instruments necessary to consummate the Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. (b) In connection with Each of Buyer, the Stockholders and without limiting the foregoing, each of MAA and Post Company shall use its reasonable best efforts to give (or shall cause the MAA Subsidiaries or the Post Subsidiariestheir respective subsidiaries and affiliates, respectivelyas applicable, use its reasonable best efforts to give) any notices to third parties, and each of MAA and Post shall use, use (and cause each of their respective Affiliates subsidiaries and affiliates, as applicable, to use, its ) all reasonable best efforts to obtain any third party consents not covered by Section 7.7(a(i) that are necessary, proper or advisable to consummate the Mergers and the other transactions contemplated by this Agreement. , or (cii) Prior otherwise required under any Material Contracts, Company Permits or other agreements in connection with, or in order to allow the Company to continue to be entitled to the Closingbenefits thereof following, if the consummation of the transactions contemplated hereby. In the event that any party shall fail to obtain any third party consent described above and the parties agree to consummate the Merger without such consent, such party shall use its best efforts, and shall take any such actions reasonably requested by MAAthe other parties, to limit the Post Parties shall take adverse effect upon the Company and Buyer, their respective subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Effective Time, from the failure to obtain such actions as are reasonably necessary to liquidate Post GP and the limited partner of Post LP that is a subsidiary of Post and distribute the interests in Post LP held by Post GP and such subsidiary to Postconsent. (d) Immediately prior to the Closing, if requested by MAA, the Post Parties shall take such actions as are reasonably necessary to liquidate special purpose entities holding up to $800 million of assets and distribute such assets to Post LP to the extent necessary to permit MAA and MAA LP to satisfy certain bond covenants following the Closing (including a reasonable amount in excess of such covenants) and to the extent such assets are reasonably available in special purpose entities.

Appropriate Action; Consents. Filings. 60 \\DC - 769032/000001 - 15587362 v40 (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of Post and MAA shall, GCEAR shall and shall cause the Post Subsidiaries each GCEAR Subsidiary and the MAA Subsidiarieseach of their respective Affiliates to, respectivelyand CCIT II shall and shall cause each CCIT II 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 Party Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any contract or agreement Contract to consummate and make effective, as promptly as practicable, the 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 VIII 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 (other than Governmental Authorities, which are addressed in Section 7.3) necessary in connection with the consummation of the 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 Mergers and the other transactions contemplated by this Agreement, (iiiiv) subject to Section 7.8(e7.6(c), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the 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 Mergers so as to enable the Closing to occur as soon as reasonably possible, and (ivv) the execution executing and delivery of delivering any additional instruments reasonably necessary or advisable to consummate the Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the contrary in this Agreement, no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of GCEAR after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of GCEAR after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets; provided, further, that CCIT II and the CCIT II Subsidiaries shall not take any of the actions referred to in the proceeding proviso (or agree to take such actions) without GCEAR’s prior written consent and GCEAR can compel CCIT II and the CCIT II Subsidiaries to take any of the actions referred to in the proceeding proviso (or agree to take such actions) if such actions are only effective after the REIT Merger Effective Time. (b) In connection with and without limiting the foregoingforegoing Section 7.5(a), each of MAA and Post the Parties shall use its reasonable best efforts to give (or shall cause the MAA Subsidiaries or the Post Subsidiaries, respectively, use its reasonable best efforts their respective Affiliates to give) any notices to third parties, and each of MAA and Post the Parties shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third party consents not covered by Section 7.7(a) that are necessary, proper or advisable to consummate the Mergers 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. GCEAR shall have the right to direct all matters with any Governmental Authority in connection with this Agreement in a manner consistent with its obligations hereunder; provided that, 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 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 shall, nor shall any Party permit its respective Representatives to, participate independently in any meeting or engage in any 61 \\DC - 769032/000001 - 15587362 v40 (c) Prior Notwithstanding anything to the Closingcontrary in this Agreement, if requested in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Mergers and the other transactions contemplated by MAAthis 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. Subject to the immediately foregoing sentence, the Post Parties shall take cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such actions as are reasonably necessary to liquidate Post GP and the limited partner of Post LP that is a subsidiary of Post and distribute the interests in Post LP held by Post GP and such subsidiary to Postconsents. (d) Immediately prior to the Closing, if requested by MAA, the Post Parties shall take such actions as are reasonably necessary to liquidate special purpose entities holding up to $800 million of assets and distribute such assets to Post LP to the extent necessary to permit MAA and MAA LP to satisfy certain bond covenants following the Closing (including a reasonable amount in excess of such covenants) and to the extent such assets are reasonably available in special purpose entities.

Appropriate Action; Consents. (a) Subject to the terms and conditions set forth in of this Agreement, each of Post the Company and MAA shall, and Parent shall cause the Post Subsidiaries and the MAA Subsidiaries, respectively, to use its their reasonable best efforts to (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any contract or agreement laws and regulations, to consummate the Merger and make effective, the other transactions -57- contemplated by this Agreement as promptly as practicable, the Mergers and the other transactions contemplated by this Agreement, including (iii) the taking of all actions necessary to cause the conditions to Closing set forth in Article VIII Sections 5.1(e) and (f) and 5.2(f) and (g) to be satisfied, and (iiiii) the obtaining of make all necessary actions filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act and the Exchange Act or nonactions, waivers, consents any other applicable law; PROVIDED that the Company and approvals from Persons (Parent shall cooperate with each other than Governmental Authorities, which are addressed in Section 7.3) necessary in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement and the making of all necessary registrations such filings. The Company and filings and the taking of Parent shall furnish to each other all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, information required for any Governmental Authority application or other Persons necessary filing to be made pursuant to the rules and regulations of any applicable law in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement, (iii) subject to Section 7.8(e), the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the 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, so as to enable the Closing to occur as soon as reasonably possible, and (iv) the execution and delivery of any additional instruments necessary to consummate the Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. (b) In connection with The Company and without limiting the foregoing, each of MAA and Post Parent shall use its reasonable best efforts to give (or shall cause the MAA Subsidiaries or the Post Subsidiaries, respectively, use its reasonable best efforts their respective subsidiaries to give) any notices to third parties, and each of MAA and Post use (or shall use, and cause each of their respective Affiliates subsidiaries to use, its ) reasonable best efforts to obtain any third party consents not covered by Section 7.7(a(i) that are necessary, proper or advisable to consummate the Mergers and transactions contemplated by this Agreement or (ii) required to prevent the other occurrence of a Material Adverse Effect on the Company or Parent as a result of the transactions contemplated by this Agreement. (c) Prior . In the event that either party shall fail to the Closingobtain any third party consent described in this Section 4.7(b), if such party shall use reasonable best efforts, and shall take any such actions reasonably requested by MAAthe other party hereto, to minimize any adverse effect upon the Post Parties shall take such actions as are Company and Parent, their respective subsidiaries and their respective businesses resulting, or which could reasonably necessary be expected to liquidate Post GP and result after the limited partner of Post LP that is a subsidiary of Post and distribute Effective Time, from the interests in Post LP held by Post GP and such subsidiary to Post. (d) Immediately prior to the Closing, if requested by MAA, the Post Parties shall take such actions as are reasonably necessary to liquidate special purpose entities holding up to $800 million of assets and distribute such assets to Post LP to the extent necessary to permit MAA and MAA LP to satisfy certain bond covenants following the Closing (including a reasonable amount in excess absence of such covenants) consent; PROVIDED, HOWEVER, that such efforts and to actions shall not affect the extent such assets are reasonably available conditions set forth in special purpose entities.Article V.