Common use of Efforts to Close; Cooperation Clause in Contracts

Efforts to Close; Cooperation. (a) Subject to each Party's compliance with the provisions of the Foreign Corrupt Practices Act of the United States, to the extent applicable, Sellers and Buyer each agree to use their commercially reasonable efforts (i) to use, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, and to cooperate with each other in connection with the foregoing, and (ii) to refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which could reasonably be expected to impede or impair the consummation and the making effective as promptly as practicable of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, (A) each Party agrees to use commercially reasonable efforts (1) to obtain all Authorizations from third parties, (2) to obtain all Authorizations that are required to be obtained under any Law, (3) to lift or rescind any judicial order or other order adversely affecting the ability of the Parties hereto to consummate the transactions contemplated hereby, (4) to effect all necessary registrations and filings, including, but not limited to, filings and submissions of information requested or required by any Governmental Authority and (5) to fulfill all conditions to this Agreement and (B) Sellers agree to correct any title defects with respect to each applicable Site, other than Permitted Encumbrances and, subject to SECTION 5.3, title defects relating to the Existing Mortgages, at or prior to each applicable Closing. Sellers and Buyer further covenant and agree, with respect to a threatened or pending preliminary or permanent judicial order or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties hereto to consummate the transactions contemplated hereby, to use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be, or, if entered, to obtain its lifting or revocation. In no event, however, shall Sellers or Buyer be obligated to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with any such commercially reasonable efforts (other than its own reasonable fees and expenses of counsel and advisors) and except as otherwise provided herein. (b) Sellers and Buyer shall keep the other Party apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals. (c) Sellers and Buyer shall each give the other prompt written notice upon Sellers' or Buyer's (as the case may be) becoming aware that (i) any representation or warranty made by such Party pursuant to this Agreement is no longer true or (ii) any fire, other casualty or condemnation (actual or threatened) affecting a Site. (d) In addition and without duplication, Sellers and Buyer shall use their reasonable best efforts to obtain from each Ground Lessor from whom consent is required a written consent to (i) the applicable Seller's assignment of such Land Lease to Buyer (ii) the sublease of portions of the Site by Buyer to third party tenants whose primary business is the provision of "radio transmission and/or communication services" or terms of similar meaning reasonably acceptable to Buyer (each, a "GROUND LESSOR CONSENT") without making any concessions to the Ground Lessor in terms of Ground Rent or revenue sharing arrangements and (iii) the creation of a pledge by Buyer of its rights under the Land Lease for the benefit of Buyer's lenders. Sellers shall involve Buyer in all material aspects of the efforts to obtain any required Ground Lessor Consent, including providing copies of such Ground Lessor Consents as and when sent, providing copies of correspondence relating thereto, and at the request of Buyer, Buyer shall be included in all negotiations with respect thereto.

Efforts to Close; Cooperation. (a) Subject to each Party's compliance with the provisions of this Agreement, from the Foreign Corrupt Practices Act date of this Agreement until the United StatesInitial Closing, to the extent applicable, Sellers AT&T Parties and Buyer Acquiror each agree to shall use their commercially reasonable efforts to (i) to use, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this AgreementAgreement and the Collateral Agreements, and to cooperate with each the other in connection with the foregoing, foregoing and (ii) to refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which could would reasonably be expected to impede or impair the prompt consummation and the making effective as promptly as practicable of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, including using their commercially reasonable efforts to (A) each Party agrees to use commercially reasonable efforts (1) to obtain all Authorizations from third partiesnecessary waivers, (2) to obtain all Authorizations consents, releases and approvals that are required for the consummation of the transactions contemplated by this Agreement, (B) obtain all consents, approvals and authorizations that are required by this Agreement or any Collateral Agreement to be obtained under any Law, (3C) to lift or rescind any judicial order or other order Order adversely affecting the ability of the Parties hereto to consummate the transactions contemplated herebyby this Agreement and the Collateral Agreements, (4D) to effect all necessary registrations and filings, including, but not limited to, including filings and submissions of information requested or required by any Governmental Authority Authority, and (5E) to fulfill all conditions to the other Parties’ obligation to consummate this Agreement and (B) Sellers agree to correct any title defects with Agreement. With respect to each applicable Site, other than Permitted Encumbrances and, subject to SECTION 5.3, title defects relating to the Existing Mortgages, at or prior to each applicable Closing. Sellers and Buyer further covenant and agree, with respect to a any threatened or pending preliminary or permanent judicial order injunction or other order, decree Order or ruling or statute, rule, regulation or executive order Law that would adversely affect the ability of the Parties hereto to promptly consummate the transactions contemplated herebyby this Agreement and the Collateral Agreements, to the Parties shall use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, or to seek the removal, vacatur or nullification thereof, as the case may be, or, if entered, to obtain its lifting or revocation. In no event, however, shall Sellers the AT&T Parties or Buyer 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 or any Collateral Agreement, agree to any condition, restriction or limitation with respect to any AT&T Party or its respective Affiliates or any of their respective assets or operations, exclude any Portfolio Site from the transactions contemplated by this Agreement and the Collateral Agreements or, except as otherwise expressly provided in this Agreement or any Collateral Agreement (including with respect to any Transaction Revenue Sharing Payments), pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with their obligations under this Section 9.2 (any such commercially reasonable efforts obligation, agreement offer or grant, being a “Regulatory Condition”). Notwithstanding anything to the contrary in this Section 9.2 or otherwise, nothing in this Agreement or any Collateral Agreement shall prevent or restrict the AT&T Contributors or any of their respective Affiliates in any manner from engaging in any merger, acquisition or business combination transaction or any sale, disposition or transfer of any assets (other than its own reasonable fees and expenses a sale, disposition or transfer of counsel and advisorsany Included Property or any related Collocation Agreements to any Person other than Acquiror) and except as otherwise provided hereinor any other corporate transaction. (b) Sellers and Buyer shall keep Without limiting the other Party apprised generality or effect of the status of matters relating to foregoing, in the completion event that a Party determines in good faith that any filing or other documentation is required by applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby hereby, the Parties shall cooperate to make such filings and work cooperatively in connection with obtaining the requisite approvals. (c) Sellers and Buyer shall each give the other prompt written notice upon Sellers' or Buyer's (as the case may be) becoming aware that (i) any representation or warranty made by such Party pursuant to this Agreement is no longer true or (ii) any fire, other casualty or condemnation (actual or threatened) affecting a Site. (d) In addition and without duplication, Sellers and Buyer shall use their commercially reasonable best efforts to obtain from each Ground Lessor from whom consent is required a written consent to (i) provide such other documentation such that the applicable Seller's assignment transactions contemplated hereby can be consummated as promptly as possible after the date of such Land Lease to Buyer (ii) the sublease of portions of the Site by Buyer to third party tenants whose primary business is the provision of "radio transmission and/or communication services" or terms of similar meaning reasonably acceptable to Buyer (each, a "GROUND LESSOR CONSENT") without making any concessions to the Ground Lessor in terms of Ground Rent or revenue sharing arrangements and (iii) the creation of a pledge by Buyer of its rights under the Land Lease for the benefit of Buyer's lenders. Sellers shall involve Buyer in all material aspects of the efforts to obtain any required Ground Lessor Consent, including providing copies of such Ground Lessor Consents as and when sent, providing copies of correspondence relating thereto, and at the request of Buyer, Buyer shall be included in all negotiations with respect theretothis Agreement.

Efforts to Close; Cooperation. (a) Subject to each Party's compliance with the provisions of this Agreement, from the Foreign Corrupt Practices Act date of this Agreement until the United StatesInitial Closing, to the extent applicableVerizon Parties, Sellers the Verizon Lessors and Buyer Acquiror each agree to shall use their commercially reasonable efforts to (i) to use, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this AgreementAgreement and the Collateral Agreements, and to cooperate with each the other in connection with the foregoing, foregoing and (ii) to refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which could would reasonably be expected to impede or impair the prompt consummation and the making effective as promptly as practicable of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, including using their commercially reasonable efforts to (A) each Party agrees to use commercially reasonable efforts (1) to obtain all Authorizations from third partiesnecessary waivers, (2) to obtain all Authorizations consents, releases and approvals that are required for the consummation of the transactions contemplated by this Agreement, (B) obtain all consents, approvals and authorizations that are required by this Agreement or any Collateral Agreement to be obtained under any Law, (3C) to lift or rescind any judicial order or other order Order adversely affecting the ability of the Parties hereto to consummate the transactions contemplated herebyby this Agreement and the Collateral Agreements, (4D) to effect all necessary registrations and filings, including, but not limited to, including filings and submissions of information requested or required by any Governmental Authority and Authority, (5E) to fulfill all conditions to the other Parties’ obligation to consummate the transactions contemplated by this Agreement and (BF) Sellers agree respond as promptly as reasonably practical to correct any title defects with request for documents or information, formal or informal investigation, and/or other voluntary or compulsory process issued or initiated by a Governmental Authority. With respect to each applicable Site, other than Permitted Encumbrances and, subject to SECTION 5.3, title defects relating to the Existing Mortgages, at or prior to each applicable Closing. Sellers and Buyer further covenant and agree, with respect to a any threatened or pending preliminary or permanent judicial order injunction or other order, decree Order or ruling or statute, rule, regulation or executive order Law that would adversely affect the ability of the Parties hereto to promptly consummate the transactions contemplated herebyby this Agreement and the Collateral Agreements, to the Parties shall use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, or to seek the removal, vacatur or nullification thereof, as the case may be, or, if entered, to obtain its lifting or revocation. In no event, however, shall Sellers the Verizon Parties or Buyer 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 or any Collateral Agreement, agree to any condition, restriction or limitation with respect to any Verizon Party or its respective Affiliates or any of their respective assets or operations, exclude any Portfolio Site from the transactions contemplated by this Agreement and the Collateral Agreements or, except as otherwise expressly provided in this Agreement or any Collateral Agreement (including with respect to any Transaction Revenue Sharing Payments), pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with their obligations under this Section 9.2 (any such commercially reasonable efforts obligation, agreement offer or grant, being a “Regulatory Condition”). Notwithstanding anything to the contrary in this Section 9.2 or otherwise, nothing in this Agreement or any Collateral Agreement shall prevent or restrict the Verizon Contributors or any of their respective Affiliates in any manner from engaging in any merger, acquisition or business combination transaction or any sale, disposition or transfer of any assets (other than its own reasonable fees and expenses a sale, disposition or transfer of counsel and advisorsany Included Property or any related Collocation Agreements to any Person other than Acquiror) and except as otherwise provided hereinor any other corporate transaction. (b) Sellers and Buyer shall keep Without limiting the other Party apprised generality or effect of the status of matters relating to foregoing, in the completion event that a Party determines in good faith that any filing or other documentation is required by applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby hereby, the Parties shall cooperate to make such filings and work cooperatively in connection with obtaining the requisite approvals. (c) Sellers and Buyer shall each give the other prompt written notice upon Sellers' or Buyer's (as the case may be) becoming aware that (i) any representation or warranty made by such Party pursuant to this Agreement is no longer true or (ii) any fire, other casualty or condemnation (actual or threatened) affecting a Site. (d) In addition and without duplication, Sellers and Buyer shall use their commercially reasonable best efforts to obtain from each Ground Lessor from whom consent is required a written consent to (i) provide such other documentation such that the applicable Seller's assignment transactions contemplated hereby can be consummated as promptly as possible after the date of such Land Lease to Buyer (ii) the sublease of portions of the Site by Buyer to third party tenants whose primary business is the provision of "radio transmission and/or communication services" or terms of similar meaning reasonably acceptable to Buyer (each, a "GROUND LESSOR CONSENT") without making any concessions to the Ground Lessor in terms of Ground Rent or revenue sharing arrangements and (iii) the creation of a pledge by Buyer of its rights under the Land Lease for the benefit of Buyer's lenders. Sellers shall involve Buyer in all material aspects of the efforts to obtain any required Ground Lessor Consent, including providing copies of such Ground Lessor Consents as and when sent, providing copies of correspondence relating thereto, and at the request of Buyer, Buyer shall be included in all negotiations with respect theretothis Agreement.

Efforts to Close; Cooperation. (a) Subject to each Party's compliance with the provisions of the Foreign Corrupt Practices Act of the United StatesArticle 3, to the extent applicable, Sellers Contributors and Buyer Lessee each agree to use their commercially reasonable efforts to (i) to use, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, and to cooperate with each the other in connection with the foregoing, and (ii) to refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which could would reasonably be expected to impede or impair the consummation and the making effective as promptly as practicable of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, including using commercially reasonable efforts to (A) each Party agrees to use commercially reasonable efforts (1) to obtain all Authorizations from third partiesnecessary waivers, (2) to obtain all Authorizations consents, releases and approvals that are required for the consummation of the transactions contemplated by this Agreement, (B) obtain all consents, approvals and authorizations that are required by this Agreement to be obtained under any Law, (3C) to lift or rescind any judicial injunction or restraining order or other order adversely affecting the ability of the Parties hereto parties to consummate the transactions contemplated herebyby this Agreement, (4D) to effect all necessary registrations and filings, including, but not limited to, filings and submissions of information requested or required by any Governmental Authority Authority, including, without limitation, any Governmental Antitrust Authority, and (5E) to fulfill all conditions to this Agreement Agreement. Contributors and (B) Sellers agree to correct any title defects with respect to each applicable Site, other than Permitted Encumbrances and, subject to SECTION 5.3, title defects relating to the Existing Mortgages, at or prior to each applicable Closing. Sellers and Buyer Lessee further covenant and agree, with respect to a any threatened or pending preliminary or permanent judicial order injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties hereto parties to consummate the transactions contemplated herebyby this Agreement, to use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be, or, if entered, to obtain its lifting or revocation. In no event, however, shall Sellers will Contributors or Buyer Lessee 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 or to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with any such commercially reasonable efforts (its obligations under this Section 6.2, other than its own reasonable fees with respect to any payments required to be made in connection with Shared Ground Lease Payments in a Ground Lease as set forth in this Agreement and expenses the Lease Agreement. In addition, notwithstanding anything to the contrary in this Section 6.2 or otherwise, nothing in this Agreement will prevent or restrict Lessee or Contributors or any of counsel their respective Affiliates from engaging in any merger, acquisition or business combination transaction, or any disposition of any assets, other than a disposition to a Person other than Lessee of Leased Property, or any other corporate transaction except, in each case, as would prevent the consummation of the transactions contemplated by this Agreement and advisors) and except as otherwise provided hereinthe Collateral Agreements. (b) Sellers Contributors and Buyer shall Lessee will keep the other Party party apprised of the status of matters relating to the completion of the transactions contemplated hereby by this Agreement and work cooperatively in connection with obtaining the requisite approvals. (c) Sellers and Buyer shall each give the other prompt written notice upon Sellers' or Buyer's (as the case may be) becoming aware that Governmental Approvals of any Governmental Antitrust Authority, including, without limitation, by: (i) cooperating with the other party in connection with filings under the Antitrust Laws, including, with respect to the party making a filing, (A) by providing copies of all such documents to the non-filing party and its advisors prior to filing (other than documents containing confidential business information), and (B) if requested, by considering in good faith all reasonable additions, deletions or changes suggested in connection with any representation or warranty made by such Party pursuant to this Agreement is no longer true or filing; (ii) any fire, other casualty or condemnation (actual or threatened) affecting a Site. (d) In addition and without duplication, Sellers and Buyer shall use their reasonable best efforts to obtain from each Ground Lessor from whom consent is required a written consent to (i) the applicable Seller's assignment of such Land Lease to Buyer (ii) the sublease of portions of the Site by Buyer to third party tenants whose primary business is the provision of "radio transmission and/or communication services" or terms of similar meaning reasonably acceptable to Buyer (each, a "GROUND LESSOR CONSENT") without making any concessions furnishing to the Ground Lessor other party all information required for any application or other filing to be made pursuant to any Antitrust Law in terms of Ground Rent or revenue sharing arrangements and connection with the transactions contemplated by this Agreement; (iii) promptly notifying the creation of a pledge other party of, and if in writing furnishing the other party with copies of, any communications from or with any Governmental Antitrust Authority with respect to the transactions contemplated by Buyer of its rights under this Agreement; (iv) permitting the Land Lease for other party to review in advance and considering in good faith the benefit of Buyer's lenders. Sellers shall involve Buyer in all material aspects views of the efforts other party in connection with any proposed communication with any Governmental Antitrust Authority in connection with proceedings under or relating to obtain any required Ground Lessor ConsentAntitrust Law, including providing copies to the extent not prohibited by Law; (v) not agreeing to participate in any meeting or discussion with any Governmental Antitrust Authority in connection with proceedings under or relating to any Antitrust Law unless it consults with the other party in advance to the extent not prohibited by Law, and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate; and (vi) consulting and cooperating with the other party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under or relating to any Antitrust Law. If either party or any Affiliate thereof receives a request for additional information or documentary material from any such Ground Lessor Consents as and when sent, providing copies of correspondence relating thereto, and at the request of Buyer, Buyer shall be included in all negotiations Governmental Antitrust Authority with respect theretoto the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such request. Each party will advise the other party promptly in respect of any understandings, undertakings or agreements (oral or written) which such party proposes to make or enter into with any Governmental Antitrust Authority in connection with the transactions contemplated by this Agreement.

Efforts to Close; Cooperation. (a) Subject to each Party's compliance with the provisions of this Agreement, from the Foreign Corrupt Practices Act of Effective Date until the United States, to Initial Closing the extent applicable, Sellers and Buyer Parties each agree to shall use their commercially reasonable efforts to: (i) to use, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this AgreementAgreement and the Collateral Agreements, and to cooperate with each the other in connection with the foregoing, ; and (ii) to refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which could reasonably be expected to impede or impair the prompt consummation and the making effective as promptly as practicable of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, including using their commercially reasonable efforts to: (A) each Party agrees to use commercially reasonable efforts (1) to obtain all Authorizations from third partiesnecessary waivers, (2) to obtain all Authorizations consents, releases, and approvals that are required for the consummation of the transactions contemplated by this Agreement; (B) obtain all consents, approvals, and authorizations that are required by this Agreement or any Collateral Agreement to be obtained under any Law, ; (3C) to lift or rescind any judicial order or other order Order adversely affecting the ability of the Parties hereto to consummate the transactions contemplated hereby, by this Agreement and the Collateral Agreements; (4D) to effect all necessary registrations and filings, including, but not limited to, including filings and submissions of information requested or required by any Governmental Authority and Authority; (5E) to fulfill all conditions to this Agreement and (B) Sellers agree to correct any title defects with respect to each applicable Site, the other than Permitted Encumbrances and, subject to SECTION 5.3, title defects relating to the Existing Mortgages, at or prior to each applicable Closing. Sellers and Buyer further covenant and agree, with respect to a threatened or pending preliminary or permanent judicial order or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties hereto Parties’ obligation to consummate the transactions contemplated herebyby this Agreement; and (F) respond as promptly as reasonably practical to any request for documents or information, to use their respective commercially reasonable efforts to prevent the entryformal or informal investigation, enactment and/or other voluntary or promulgation thereof, as the case may be, or, if entered, to obtain its lifting compulsory process issued or revocation. In no eventinitiated by a Governmental Authority; provided, however, that in no event shall Sellers or Buyer any SM Group Member be obligated required to pay any money to any Person or to offer or grant other any financial or other accommodations accommodation to any Person in connection with any such commercially reasonable efforts (other than its own reasonable fees and expenses of counsel and advisors) and except as otherwise provided hereinthe SM Group Members’ obligations under this Section 7.2. (b) Sellers Without limiting the generality of Section 7.2(a), each Party shall make an appropriate filing pursuant to the HSR Act within five (5) Business Days after the Effective Date (unless another date is mutually agreed upon by the Parties in writing), and Buyer shall keep be responsible for payment of the filing fee. Each Party shall promptly notify the other Party apprised Parties of the status of matters any oral or written communication it receives from any Governmental Authority relating to the completion matters that are the subject of this Agreement, permit the other Parties to review in advance any communication proposed to be made by such Party (or its advisors) to any Governmental Authority, and provide the other Parties with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement. Each Party may, as it deems advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 7.2 as “outside counsel only." No Party to this Agreement shall agree to participate in any meeting or discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless, to the extent reasonably practicable, it consults with the other Parties in advance and, to the extent practicable and permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate in such meeting. Subject to the Confidentiality Agreement and applicable Law, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under any Law in any relevant jurisdiction. (c) With respect to any threatened or pending preliminary or permanent injunction or other Order or Law that would adversely affect the ability of the Parties to promptly consummate the transactions contemplated by this Agreement and the Collateral Agreements, the Parties shall use their commercially reasonable efforts to prevent the entry, enactment, or promulgation thereof, or to seek the removal, vacation or nullification thereof, as the case may be. In the event that any permanent or preliminary injunction or other Order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated hereby and work cooperatively in connection accordance with obtaining the requisite approvals. (c) Sellers and Buyer shall each give the other prompt written notice upon Sellers' or Buyer's (as the case may be) becoming aware that (i) any representation or warranty made by such Party pursuant to terms of this Agreement is no longer true unlawful or (ii) that would restrain, enjoin or otherwise prevent or materially delay the consummation of the transactions contemplated by this Agreement or any fireCollateral Agreement, other casualty the Parties shall use commercially reasonable efforts to vacate, modify or condemnation (actual suspend such injunction or threatened) affecting a SiteOrder so as to permit such consummation prior to the Termination Date. (d) In addition and without duplication, Sellers and Buyer shall not, and shall cause its Affiliates not to, take any action which is intended to or which would reasonably be expected to adversely affect the ability of any of the Parties from obtaining (or cause delay in obtaining) any clearance, authorization or approval of any Governmental Authority required for the transactions contemplated by this Agreement, from performing its covenants and obligations under this Agreement or from consummating the transactions contemplated by this Agreement. (e) Without limiting the generality or effect of the foregoing, in the event that a Party determines in good faith that any filing or other documentation is required by applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby, the Parties shall cooperate to make such filings and use their commercially reasonable best efforts to obtain from each Ground Lessor from whom consent is required a written consent to (i) provide such other documentation such that the applicable Seller's assignment of such Land Lease to Buyer (ii) transactions contemplated hereby can be consummated as promptly as possible after the sublease of portions of the Site by Buyer to third party tenants whose primary business is the provision of "radio transmission and/or communication services" or terms of similar meaning reasonably acceptable to Buyer (each, a "GROUND LESSOR CONSENT") without making any concessions to the Ground Lessor in terms of Ground Rent or revenue sharing arrangements and (iii) the creation of a pledge by Buyer of its rights under the Land Lease for the benefit of Buyer's lenders. Sellers shall involve Buyer in all material aspects of the efforts to obtain any required Ground Lessor Consent, including providing copies of such Ground Lessor Consents as and when sent, providing copies of correspondence relating thereto, and at the request of Buyer, Buyer shall be included in all negotiations with respect theretoEffective Date.

Efforts to Close; Cooperation. (a) Subject to each Party's compliance with the provisions of this Agreement, the Foreign Corrupt Practices Act of Cumulus Parties, on the United Statesone hand, to and the extent applicableBuyer, Sellers and Buyer on the other hand, each agree to shall use their commercially reasonable efforts to (i) to use, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, and to cooperate with each the other in connection with the foregoing, foregoing and (ii) to refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which could would reasonably be expected to impede or impair the prompt consummation and the making effective as promptly as practicable of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, including using their commercially reasonable efforts to (A) each Party agrees to use commercially reasonable efforts (1) to obtain all Authorizations from third partiesnecessary waivers, (2) to obtain all Authorizations consents, releases and approvals that are required for the consummation of the transactions contemplated by this Agreement by such Parties or Party, as applicable, including, solely with respect to the Cumulus Parties, all Authorizations necessary to complete the Preliminary Transfers, the Internal Transfers and the sale of the Sale Site Subsidiary and the Secondary Sale Subsidiaries, (B) obtain all consents, approvals and authorizations applicable to such Parties or Party, as applicable, that are required by this Agreement or any Ancillary Agreement to be obtained under any Law, (3C) to lift or rescind any judicial order or other order Order adversely affecting the ability of the such Parties hereto or Party, as applicable, to consummate the transactions contemplated herebyby this Agreement and the Ancillary Agreements, (4D) to effect all necessary registrations and filings, including, but not limited to, including filings and submissions of information requested or required by any Governmental Authority applicable to such Parties or Party, as applicable, and (5E) to fulfill all conditions to this Agreement and (B) Sellers agree to correct any title defects with of such Parties or Party, as applicable. With respect to each applicable Site, other than Permitted Encumbrances and, subject to SECTION 5.3, title defects relating to the Existing Mortgages, at or prior to each applicable Closing. Sellers and Buyer further covenant and agree, with respect to a any threatened or pending preliminary or permanent judicial order injunction or other order, decree Order or ruling or statute, rule, regulation or executive order Law that would adversely affect the ability of the Parties hereto to promptly consummate the transactions contemplated herebyby this Agreement and the Ancillary Agreements, to the Parties shall use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be, orincluding without limitation, if enteredsolely in the case of the Buyer and the Tower Operator and each of their respective Affiliates solely with respect to any Antitrust Laws, proposing, negotiating, committing to obtain and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of any of its lifting assets, properties or revocationbusinesses or the assets, properties or businesses to be acquired by it pursuant to this Agreement and the Ancillary Agreements as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order or Law, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements all at its own expense. In no event, however, shall Sellers or Buyer be obligated to pay the event any money to Legal Action by any Person or to offer or grant other financial Governmental Authority or other accommodations to any Person is commenced that questions the validity or legality of the transactions contemplated hereby or seeks damages in connection with any such therewith, the Parties agree to cooperate and use commercially reasonable efforts (to defend against such Legal Action and, if an Order is issued in any such Legal Action, to use commercially reasonable efforts to have such injunction or other than its own reasonable fees order lifted, and expenses to cooperate reasonably regarding any other impediment to the consummation of counsel and advisors) and except as otherwise provided hereinthe transactions contemplated hereby. (b) Sellers and Buyer shall keep Without limiting the other Party apprised generality or effect of the status of matters relating to foregoing, in the completion event that a Party determines that any filing or other action is required under any Antitrust Laws in connection with this Agreement or the consummation of the transactions contemplated hereby hereby, the Parties shall make such filings and work cooperatively in connection with obtaining the requisite approvals. (c) Sellers and Buyer shall each give the other prompt written notice upon Sellers' or Buyer's (as the case may be) becoming aware that (i) any representation or warranty made by such Party pursuant to this Agreement is no longer true or (ii) any fire, other casualty or condemnation (actual or threatened) affecting a Site. (d) In addition and without duplication, Sellers and Buyer shall use their commercially reasonable best efforts to obtain from each Ground Lessor from whom consent is required a written consent to (i) take all such other actions such that the applicable Seller's assignment of such Land Lease to Buyer (ii) the sublease of portions of the Site by Buyer to third party tenants whose primary business is the provision of "radio transmission and/or communication services" or terms of similar meaning reasonably acceptable to Buyer (each, a "GROUND LESSOR CONSENT") without making any concessions to the Ground Lessor in terms of Ground Rent or revenue sharing arrangements and (iii) the creation of a pledge by Buyer of its rights under the Land Lease for the benefit of Buyer's lenders. Sellers shall involve Buyer in all material aspects of the efforts to obtain any required Ground Lessor Consent, including providing copies of such Ground Lessor Consents transactions contemplated hereby can be consummated as and when sent, providing copies of correspondence relating thereto, and at the request of Buyer, Buyer shall be included in all negotiations with respect theretopromptly as possible.

Efforts to Close; Cooperation. (a) Subject to the terms and conditions of this Agreement (including Section 5.5), each Party's compliance Party will use its reasonable best efforts to prepare and file as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, Orders, registrations, approvals, Permits, tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the transactions contemplated by this Agreement (including any approval of, or consent to, the transactions contemplated hereby of or from any and all applicable state departments of insurance or departments of managed care under any applicable state insurance, managed care or similar Laws, including with respect to the provisions termination of existing intercompany agreements between Seller and/or or its Subsidiaries and healthcare affiliates, on the one hand, and any of the Foreign Corrupt Practices Act of Target Companies, on the United States, other hand (the “Other Insurance Approvals” (provided that such term shall not include the Ohio State Insurance Approval)). Subject to the extent applicableterms and conditions set forth herein (including Section 5.5), Sellers and Buyer to applicable Law, each agree Party agrees to use their commercially its reasonable best efforts (i) to use, take, or cause to be taken, all actions necessary, and to do, or cause to be doneassist and cooperate with the other Parties in doing, all things necessary, necessary proper or advisable advisable, to consummate and make effective as promptly as practicable effective, in the most expeditious manner practicable, the transactions contemplated hereby, including the satisfaction of the respective conditions set forth in Article VI. (b) In the event any consent, waiver, license, Order, registration, approval, Permit, tax ruling or authorization is necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement, and other than with respect to cooperate with the matters covered by Section 5.5 (which will be governed by Section 5.5), each of the Parties will promptly notify the other in connection with the foregoingParty of any written or, and (ii) if not written, material, communication made to refrain or received by such Party from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which could reasonably be expected to impede or impair the consummation and the making effective as promptly as practicable Governmental Entity regarding any of the transactions contemplated hereby, and, subject, in each case, to applicable Law, if practicable, permit the other Party to review in advance any proposed written communication to any such Governmental Entity and incorporate the other Party’s reasonable comments, not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend, and furnish the other Party upon request with copies of all correspondence, filings and written communications between it and its Affiliates and its respective Representatives on one hand and any such Governmental Entity or its respective staff on the other hand, with respect to this AgreementAgreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, (A) subject to applicable Law, each Party agrees shall provide to use commercially reasonable efforts the other Party (1or their respective Representatives) to obtain upon request copies of all Authorizations from third parties, (2) to obtain all Authorizations that are required to be obtained under any Law, (3) to lift or rescind any judicial order or other order adversely affecting the ability of the Parties hereto to consummate the transactions contemplated hereby, (4) to effect all necessary registrations correspondence between such Party and filings, including, but not limited to, filings and submissions of information requested or required by any Governmental Authority Entity and (5) all productions by such Party to fulfill all conditions to this Agreement and (B) Sellers agree to correct any title defects with respect to a Governmental Entity, in each applicable Site, other than Permitted Encumbrances and, subject to SECTION 5.3, title defects case relating to the Existing Mortgagestransactions described herein. In addition, at or prior to each the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions described herein shall include Representatives of both Parties. Subject to applicable Closing. Sellers and Buyer further covenant and agreeLaw, with respect to a threatened or pending preliminary or permanent judicial order or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties hereto to consummate the transactions contemplated hereby, to use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be, or, if entered, to obtain its lifting or revocation. In no event, however, shall Sellers or Buyer be obligated to pay any money to any Person or to offer or grant will consult and cooperate with each other financial or other accommodations to any Person in connection with any such commercially reasonable efforts (other than its own reasonable fees analyses, appearances, presentations, memoranda, briefs, arguments, and expenses of counsel and advisors) and except as otherwise provided herein. (b) Sellers and Buyer shall keep the other Party apprised of the status of matters relating proposals made or submitted to the completion of any Governmental Entity regarding the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvalsdescribed herein by or on behalf of any Party. (c) Sellers and Buyer shall each give the other prompt written notice upon Sellers' or Buyer's (as the case may be) becoming aware that (i) any representation or warranty made by such Party pursuant to this Agreement is no longer true or (ii) any fire, other casualty or condemnation (actual or threatened) affecting a Site. (d) In addition and without duplication, Sellers and Buyer shall use their reasonable best efforts to obtain from each Ground Lessor from whom consent is required a written consent to (i) the applicable Seller's assignment of such Land Lease to Buyer (ii) the sublease of portions of the Site by Buyer to third party tenants whose primary business is the provision of "radio transmission and/or communication services" or terms of similar meaning reasonably acceptable to Buyer (each, a "GROUND LESSOR CONSENT") without making any concessions to the Ground Lessor in terms of Ground Rent or revenue sharing arrangements and (iii) the creation of a pledge by Buyer of its rights under the Land Lease for the benefit of Buyer's lenders. Sellers shall involve Buyer in all material aspects of the efforts to obtain any required Ground Lessor Consent, including providing copies of such Ground Lessor Consents as and when sent, providing copies of correspondence relating thereto, and at the request of Buyer, Buyer shall be included in all negotiations with respect thereto.

Efforts to Close; Cooperation. (a) Subject to each Party's compliance with the provisions of this Agreement, the Foreign Corrupt Practices Act of the United States, to the extent applicable, Sellers T‑Mobile Parties and Buyer Crown each agree to shall use their commercially reasonable efforts to (i) to use, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this AgreementAgreement and the Collateral Agreements, and to cooperate with each the other in connection with the foregoing, foregoing and (ii) to refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which could would reasonably be expected to impede or impair the prompt consummation and the making effective as promptly as practicable of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, including using their commercially reasonable efforts to (A) each Party agrees to use commercially reasonable efforts (1) to obtain all Authorizations from third partiesnecessary waivers, (2) to obtain all Authorizations consents, releases and approvals that are required for the consummation of the transactions contemplated by this Agreement, (B) obtain all consents, approvals and authorizations that are required by this Agreement or any Collateral Agreement to be obtained under any Law, (3C) to lift or rescind any judicial order or other order Order adversely affecting the ability of the Parties hereto to consummate the transactions contemplated herebyby this Agreement and the Collateral Agreements, (4D) to effect all necessary registrations and filings, including, but not limited to, including filings and submissions of information requested or required by any Governmental Authority Authority, and (5E) to fulfill all conditions to this Agreement and (B) Sellers agree to correct any title defects with Agreement. With respect to each applicable Site, other than Permitted Encumbrances and, subject to SECTION 5.3, title defects relating to the Existing Mortgages, at or prior to each applicable Closing. Sellers and Buyer further covenant and agree, with respect to a any threatened or pending preliminary or permanent judicial order injunction or other order, decree Order or ruling or statute, rule, regulation or executive order Law that would adversely affect the ability of the Parties hereto to promptly consummate the transactions contemplated herebyby this Agreement and the Collateral Agreements, to the Parties shall use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be, or, if entered, to obtain its lifting or revocation. In no event, however, shall Sellers the T‑Mobile Parties or Buyer Crown 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 or any Collateral Agreement or, except as otherwise expressly provided in this Agreement or any Collateral Agreement (including with respect to any Transaction Revenue Sharing Payments), to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with its obligations under this Section 9.2. In addition, notwithstanding anything to the contrary in this Section 9.2 or otherwise, nothing in this Agreement or any such commercially reasonable efforts Collateral Agreement shall prevent or restrict Crown or the T‑Mobile Contributors or any of their respective Affiliates from engaging in any merger, acquisition or business combination transaction or any sale, disposition or transfer of any assets (other than its own reasonable fees a sale, disposition or transfer of any Included Property or any related Collocation Agreements to any Person other than Crown) or any other corporate transaction, except, in each case, as would be reasonably likely to prevent the consummation of the transactions contemplated by this Agreement and expenses of counsel and advisors) and except as otherwise provided hereinthe Collateral Agreements. (b) Sellers and Buyer shall keep the other Party apprised of the status of matters relating Subject to the completion provisions of this Agreement, the transactions contemplated hereby T-Mobile Parties and work cooperatively Crown each shall use their commercially reasonable efforts to obtain the CA/NV Consent and Acknowledgment as promptly as practicable following the Signing Date and to cooperate with each other in connection with obtaining the requisite approvalstherewith. (c) Sellers and Buyer shall each give Without limiting the generality or effect of the foregoing, in the event that a Party determines that any filing or other prompt written notice upon Sellers' or Buyer's (as the case may be) becoming aware that (i) action is required under any representation or warranty made by such Party pursuant to Antitrust Laws in connection with this Agreement is no longer true or (ii) any fire, other casualty or condemnation (actual or threatened) affecting a Site. (d) In addition and without duplication, Sellers and Buyer shall use their reasonable best efforts to obtain from each Ground Lessor from whom consent is required a written consent to (i) the applicable Seller's assignment of such Land Lease to Buyer (ii) the sublease of portions consummation of the Site by Buyer to third party tenants whose primary business is transactions contemplated hereby, the provision of "radio transmission and/or communication services" or terms of similar meaning reasonably acceptable to Buyer (each, a "GROUND LESSOR CONSENT") without making any concessions to Parties shall make such filings and take all such other actions such that the Ground Lessor in terms of Ground Rent or revenue sharing arrangements and (iii) the creation of a pledge by Buyer of its rights under the Land Lease for the benefit of Buyer's lenders. Sellers shall involve Buyer in all material aspects of the efforts to obtain any required Ground Lessor Consent, including providing copies of such Ground Lessor Consents transactions contemplated hereby can be consummated as and when sent, providing copies of correspondence relating thereto, and at the request of Buyer, Buyer shall be included in all negotiations with respect theretopromptly as possible.

Efforts to Close; Cooperation. (a) Subject to each Party's compliance with the provisions of this Agreement, the Foreign Corrupt Practices Act of the United States, to the extent applicable, Sellers T-Mobile Parties and Buyer Crown each agree to shall use their commercially reasonable efforts to (i) to use, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this AgreementAgreement and the Collateral Agreements, and to cooperate with each the other in connection with the foregoing, foregoing and (ii) to refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which could would reasonably be expected to impede or impair the prompt consummation and the making effective as promptly as practicable of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, including using their commercially reasonable efforts to (A) each Party agrees to use commercially reasonable efforts (1) to obtain all Authorizations from third partiesnecessary waivers, (2) to obtain all Authorizations consents, releases and approvals that are required for the consummation of the transactions contemplated by this Agreement, (B) obtain all consents, approvals and authorizations that are required by this Agreement or any Collateral Agreement to be obtained under any Law, (3C) to lift or rescind any judicial order or other order Order adversely affecting the ability of the Parties hereto to consummate the transactions contemplated herebyby this Agreement and the Collateral Agreements, (4D) to effect all necessary registrations and filings, including, but not limited to, including filings and submissions of information requested or required by any Governmental Authority Authority, and (5E) to fulfill all conditions to this Agreement and (B) Sellers agree to correct any title defects with Agreement. With respect to each applicable Site, other than Permitted Encumbrances and, subject to SECTION 5.3, title defects relating to the Existing Mortgages, at or prior to each applicable Closing. Sellers and Buyer further covenant and agree, with respect to a any threatened or pending preliminary or permanent judicial order injunction or other order, decree Order or ruling or statute, rule, regulation or executive order Law that would adversely affect the ability of the Parties hereto to promptly consummate the transactions contemplated herebyby this Agreement and the Collateral Agreements, to the Parties shall use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be, or, if entered, to obtain its lifting or revocation. In no event, however, shall Sellers the T-Mobile Parties or Buyer Crown 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 or any Collateral Agreement or, except as otherwise expressly provided in this Agreement or any Collateral Agreement (including with respect to any Transaction Revenue Sharing Payments), to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with its obligations under this Section 9.2. In addition, notwithstanding anything to the contrary in this Section 9.2 or otherwise, nothing in this Agreement or any such commercially reasonable efforts Collateral Agreement shall prevent or restrict Crown or the T-Mobile Contributors or any of their respective Affiliates from engaging in any merger, acquisition or business combination transaction or any sale, disposition or transfer of any assets (other than its own reasonable fees and expenses a sale, disposition or transfer of counsel and advisorsany Included Property or any related Collocation Agreements to any Person other than Crown) and except or any other corporate transaction, except, in each case, as otherwise provided herein. (b) Sellers and Buyer shall keep would be reasonably likely to prevent the other Party apprised of the status of matters relating to the completion consummation of the transactions contemplated hereby by this Agreement and work cooperatively the Collateral Agreements. 70 (b) Subject to the provisions of this Agreement, the T-Mobile Parties and Crown each shall use their commercially reasonable efforts to obtain the CA/NV Consent and Acknowledgment as promptly as practicable following the Signing Date and to cooperate with each other in connection therewith. (c) Without limiting the generality or effect of the foregoing, in the event that a Party determines that any filing or other action is required under any Antitrust Laws in connection with obtaining the requisite approvals. (c) Sellers and Buyer shall each give the other prompt written notice upon Sellers' or Buyer's (as the case may be) becoming aware that (i) any representation or warranty made by such Party pursuant to this Agreement is no longer true or (ii) any fire, other casualty or condemnation (actual or threatened) affecting a Site. (d) In addition and without duplication, Sellers and Buyer shall use their reasonable best efforts to obtain from each Ground Lessor from whom consent is required a written consent to (i) the applicable Seller's assignment of such Land Lease to Buyer (ii) the sublease of portions consummation of the Site by Buyer to third party tenants whose primary business is transactions contemplated hereby, the provision of "radio transmission and/or communication services" or terms of similar meaning reasonably acceptable to Buyer (each, a "GROUND LESSOR CONSENT") without making any concessions to Parties shall make such filings and take all such other actions such that the Ground Lessor in terms of Ground Rent or revenue sharing arrangements and (iii) the creation of a pledge by Buyer of its rights under the Land Lease for the benefit of Buyer's lenderstransactions contemplated hereby can be consummated as promptly as possible. Sellers shall involve Buyer in all material aspects of the efforts to obtain any required Ground Lessor Consent, including providing copies of such Ground Lessor Consents as and when sent, providing copies of correspondence relating thereto, and at the request of Buyer, Buyer shall be included in all negotiations with respect thereto.SECTION 9.3

Efforts to Close; Cooperation. (a) Subject to the terms and conditions of this Agreement (including Section 5.5), each Party's compliance Party will use its reasonable best efforts to prepare and file as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, Orders, registrations, approvals, Permits, tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the transactions contemplated by this Agreement (including any approval of, or consent to, the transactions contemplated hereby of or from any and all applicable state departments of insurance or departments of managed care under any applicable state insurance, managed care or similar Laws, including with respect to the provisions termination of existing intercompany agreements between Seller and/or or its Subsidiaries and healthcare affiliates, on the one hand, and any of the Foreign Corrupt Practices Act of Target Companies, on the United States, other hand (the "Other Insurance Approvals" (provided that such term shall not include the Ohio State Insurance Approval)). Subject to the extent applicableterms and conditions set forth herein (including Section 5.5), Sellers and Buyer to applicable Law, each agree Party agrees to use their commercially its reasonable best efforts (i) to use, take, or cause to be taken, all actions necessary, and to do, or cause to be doneassist and cooperate with the other Parties in doing, all things necessary, necessary proper or advisable advisable, to consummate and make effective as promptly as practicable effective, in the most expeditious manner practicable, the transactions contemplated hereby, including the satisfaction of the respective conditions set forth in Article VI. (b) In the event any consent, waiver, license, Order, registration, approval, Permit, tax ruling or authorization is necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement, and other than with respect to cooperate with the matters covered by Section 5.5 (which will be governed by Section 5.5), each of the Parties will promptly notify the other in connection with the foregoingParty of any written or, and (ii) if not written, material, communication made to refrain or received by such Party from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which could reasonably be expected to impede or impair the consummation and the making effective as promptly as practicable Governmental Entity regarding any of the transactions contemplated hereby, and, subject, in each case, to applicable Law, if practicable, permit the other Party to review in advance any proposed written communication to any such Governmental Entity and incorporate the other Party's reasonable comments, not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend, and furnish the other Party upon request with copies of all correspondence, filings and written communications between it and its Affiliates and its respective Representatives on one hand and any such Governmental Entity or its respective staff on the other hand, with respect to this AgreementAgreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, (A) subject to applicable Law, each Party agrees shall provide to use commercially reasonable efforts the other Party (1or their respective Representatives) to obtain upon request copies of all Authorizations from third parties, (2) to obtain all Authorizations that are required to be obtained under any Law, (3) to lift or rescind any judicial order or other order adversely affecting the ability of the Parties hereto to consummate the transactions contemplated hereby, (4) to effect all necessary registrations correspondence between such Party and filings, including, but not limited to, filings and submissions of information requested or required by any Governmental Authority Entity and (5) all productions by such Party to fulfill all conditions to this Agreement and (B) Sellers agree to correct any title defects with respect to a Governmental Entity, in each applicable Site, other than Permitted Encumbrances and, subject to SECTION 5.3, title defects case relating to the Existing Mortgagestransactions described herein. In addition, at or prior to each the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions described herein shall include Representatives of both Parties. Subject to applicable Closing. Sellers and Buyer further covenant and agreeLaw, with respect to a threatened or pending preliminary or permanent judicial order or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties hereto to consummate the transactions contemplated hereby, to use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be, or, if entered, to obtain its lifting or revocation. In no event, however, shall Sellers or Buyer be obligated to pay any money to any Person or to offer or grant will consult and cooperate with each other financial or other accommodations to any Person in connection with any such commercially reasonable efforts (other than its own reasonable fees analyses, appearances, presentations, memoranda, briefs, arguments, and expenses of counsel and advisors) and except as otherwise provided herein. (b) Sellers and Buyer shall keep the other Party apprised of the status of matters relating proposals made or submitted to the completion of any Governmental Entity regarding the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvalsdescribed herein by or on behalf of any Party. (c) Sellers and Buyer shall each give the other prompt written notice upon Sellers' or Buyer's (as the case may be) becoming aware that (i) any representation or warranty made by such Party pursuant to this Agreement is no longer true or (ii) any fire, other casualty or condemnation (actual or threatened) affecting a Site. (d) In addition and without duplication, Sellers and Buyer shall use their reasonable best efforts to obtain from each Ground Lessor from whom consent is required a written consent to (i) the applicable Seller's assignment of such Land Lease to Buyer (ii) the sublease of portions of the Site by Buyer to third party tenants whose primary business is the provision of "radio transmission and/or communication services" or terms of similar meaning reasonably acceptable to Buyer (each, a "GROUND LESSOR CONSENT") without making any concessions to the Ground Lessor in terms of Ground Rent or revenue sharing arrangements and (iii) the creation of a pledge by Buyer of its rights under the Land Lease for the benefit of Buyer's lenders. Sellers shall involve Buyer in all material aspects of the efforts to obtain any required Ground Lessor Consent, including providing copies of such Ground Lessor Consents as and when sent, providing copies of correspondence relating thereto, and at the request of Buyer, Buyer shall be included in all negotiations with respect thereto.

Efforts to Close; Cooperation. (a) Subject to the terms and conditions herein provided, each Party's compliance with the provisions of the Foreign Corrupt Practices Act of the United States, to the extent applicable, Sellers and Buyer each agree parties hereto agrees to use their commercially reasonable efforts (i) to use, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, Agreement and the Ancillary Documents and to cooperate in good faith with each the other parties hereto in connection with the foregoing, including (i) making all required regulatory filings and applications as contemplated herein, (ii) to refrain from taking, defending all lawsuits or cause to be refrained from taking, other legal proceedings and contest and resist any action and to refrain from doing challenging this Agreement or causing to be done, anything which could reasonably be expected to impede or impair the consummation and the making effective as promptly as practicable of the transactions contemplated by this Agreement. Without limiting the generality of the foregoinghereby, (Aiii) each Party agrees to use commercially reasonable efforts (1) to obtain all Authorizations from third parties, (2) to obtain all Authorizations that are required causing to be obtained under lifted or rescinded any Law, (3) to lift injunction or rescind any judicial restraining order or other order adversely affecting the ability of the Parties hereto parties to consummate the transactions contemplated hereby, (4) to effect all necessary registrations and filings, including, but not limited to, filings and submissions of information requested or required by any Governmental Authority hereby and (5iv) executing such documents, instruments or conveyances of any kind that may be reasonably necessary or advisable on the terms set forth herein to fulfill all conditions to this Agreement and (B) Sellers agree to correct carry out any title defects with respect to each applicable Site, other than Permitted Encumbrances and, subject to SECTION 5.3, title defects relating to the Existing Mortgages, at or prior to each applicable Closing. Sellers and Buyer further covenant and agree, with respect to a threatened or pending preliminary or permanent judicial order or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties hereto to consummate the transactions contemplated hereby, to use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be, or, if entered, to obtain its lifting or revocation. In no event, however, shall Sellers or Buyer be obligated to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with any such commercially reasonable efforts (other than its own reasonable fees and expenses of counsel and advisors) and except as otherwise provided herein. (b) Sellers and Buyer shall keep the other Party apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection by the Ancillary Documents; provided, that such additional documents, instruments and conveyances shall not (w) provide for additional representations or warranties, (x) impose additional obligations or liabilities by any Person, (y) delay the consummation of the transactions contemplated by this Agreement or (z) be inconsistent with obtaining the requisite approvalsexpress terms of this Agreement. (cb) Sellers After the Closing Date, upon Seller’s request (and at Seller’s expense) and without necessity of subpoena, the Surviving Corporation shall, and Buyer shall each give cause the Surviving Corporation and any of its Subsidiaries and their representatives and counsel to, subject to procedures and other prompt written notice upon Sellers' limitations set forth in Article VII, cooperate fully with Seller and its representatives and counsel for purposes of permitting Seller to address and respond to any matters involving Seller that arise as a result of Seller’s prior ownership of the Company or Buyer's (as the case may be) becoming aware that (i) any representation Subsidiaries, whether or warranty not related to this Agreement, including claims made by such Party pursuant or against Seller, the Company or the Subsidiaries and involving any Governmental Authority or third party. Such cooperation shall include (subject to this Agreement is no longer true or customary obligations of confidentiality) (iia) reasonable access during normal business hours and upon reasonable notice to, without limitation, the Surviving Corporation’s and any fireof its Subsidiaries’ officers, other casualty or condemnation directors, employees, auditors, counsel, representatives, properties, books, records and operating instructions and procedures and (actual or threatened) affecting a Site. (d) In addition and without duplication, Sellers and Buyer shall use their reasonable best efforts to obtain from each Ground Lessor from whom consent is required a written consent to (ib) the applicable Seller's assignment right to make and retain copies of all pertinent documents and records relating to any such Land Lease to Buyer (ii) the sublease of portions of the Site by Buyer to third party tenants whose primary business is the provision of "radio transmission and/or communication services" or terms of similar meaning matters as may be reasonably acceptable to Buyer (eachrequested, a "GROUND LESSOR CONSENT") without making any concessions and such cooperation shall be required only to the Ground Lessor extent that such access does not materially interfere with the Business or business operations. Buyer’s obligations under this Section 5.14 are in terms of Ground Rent or revenue sharing arrangements and (iii) the creation of a pledge by Buyer of its rights under the Land Lease for the benefit of addition to Buyer's lenders. Sellers shall involve Buyer ’s other obligations to cooperate with Seller contained in all material aspects of the efforts to obtain any required Ground Lessor Consentthis Agreement, including providing copies of such Ground Lessor Consents as and when sent, providing copies of correspondence relating thereto, and at the request of Buyer, Buyer shall be included in all negotiations with respect thereto’s obligations under Section 9.5.

Efforts to Close; Cooperation. (a) Subject to each Party's compliance with the provisions of this Agreement, the Foreign Corrupt Practices Act of the United States, to the extent applicable, Sellers T-Mobile Parties and Buyer Crown each agree to shall use their commercially reasonable efforts to (i) to use, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this AgreementAgreement and the Collateral Agreements, and to cooperate with each the other in connection with the foregoing, foregoing and (ii) to refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which could would reasonably be expected to impede or impair the prompt consummation and the making effective as promptly as practicable of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, including using their commercially reasonable efforts to (A) each Party agrees to use commercially reasonable efforts (1) to obtain all Authorizations from third partiesnecessary waivers, (2) to obtain all Authorizations consents, releases and approvals that are required for the consummation of the transactions contemplated by this Agreement, (B) obtain all consents, approvals and authorizations that are required by this Agreement or any Collateral Agreement to be obtained under any Law, (3C) to lift or rescind any judicial order or other order Order adversely affecting the ability of the Parties hereto to consummate the transactions contemplated herebyby this Agreement and the Collateral Agreements, (4D) to effect all necessary registrations and filings, including, but not limited to, including filings and submissions of information requested or required by any Governmental Authority Authority, and (5E) to fulfill all conditions to this Agreement and (B) Sellers agree to correct any title defects with Agreement. With respect to each applicable Site, other than Permitted Encumbrances and, subject to SECTION 5.3, title defects relating to the Existing Mortgages, at or prior to each applicable Closing. Sellers and Buyer further covenant and agree, with respect to a any threatened or pending preliminary or permanent judicial order injunction or other order, decree Order or ruling or statute, rule, regulation or executive order Law that would adversely affect the ability of the Parties hereto to promptly consummate the transactions contemplated herebyby this Agreement and the Collateral Agreements, to the Parties shall use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be, or, if entered, to obtain its lifting or revocation. In no event, however, shall Sellers the T-Mobile Parties or Buyer Crown 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 or any Collateral Agreement or, except as otherwise expressly provided in this Agreement or any Collateral Agreement (including with respect to any Transaction Revenue Sharing Payments), to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with its obligations under this Section 9.2. In addition, notwithstanding anything to the contrary in this Section 9.2 or otherwise, nothing in this Agreement or any such commercially reasonable efforts Collateral Agreement shall prevent or restrict Crown or the T-Mobile Contributors or any of their respective Affiliates from engaging in any merger, acquisition or business combination transaction or any sale, disposition or transfer of any assets (other than its own reasonable fees a sale, disposition or transfer of any Included Property or any related Collocation Agreements to any Person other than Crown) or any other corporate transaction, except, in each case, as would be reasonably likely to prevent the consummation of the transactions contemplated by this Agreement and expenses of counsel and advisors) and except as otherwise provided hereinthe Collateral Agreements. (b) Sellers and Buyer shall keep the other Party apprised of the status of matters relating Subject to the completion provisions of this Agreement, the transactions contemplated hereby T-Mobile Parties and work cooperatively Crown each shall use their commercially reasonable efforts to obtain the CA/NV Consent and Acknowledgment as promptly as practicable following the Signing Date and to cooperate with each other in connection with obtaining the requisite approvalstherewith. (c) Sellers and Buyer shall each give Without limiting the generality or effect of the foregoing, in the event that a Party determines that any filing or other prompt written notice upon Sellers' or Buyer's (as the case may be) becoming aware that (i) action is required under any representation or warranty made by such Party pursuant to Antitrust Laws in connection with this Agreement is no longer true or (ii) any fire, other casualty or condemnation (actual or threatened) affecting a Site. (d) In addition and without duplication, Sellers and Buyer shall use their reasonable best efforts to obtain from each Ground Lessor from whom consent is required a written consent to (i) the applicable Seller's assignment of such Land Lease to Buyer (ii) the sublease of portions consummation of the Site by Buyer to third party tenants whose primary business is transactions contemplated hereby, the provision of "radio transmission and/or communication services" or terms of similar meaning reasonably acceptable to Buyer (each, a "GROUND LESSOR CONSENT") without making any concessions to Parties shall make such filings and take all such other actions such that the Ground Lessor in terms of Ground Rent or revenue sharing arrangements and (iii) the creation of a pledge by Buyer of its rights under the Land Lease for the benefit of Buyer's lenders. Sellers shall involve Buyer in all material aspects of the efforts to obtain any required Ground Lessor Consent, including providing copies of such Ground Lessor Consents transactions contemplated hereby can be consummated as and when sent, providing copies of correspondence relating thereto, and at the request of Buyer, Buyer shall be included in all negotiations with respect theretopromptly as possible.

Efforts to Close; Cooperation. (a) Subject to each Party's compliance with the provisions of the Foreign Corrupt Practices Act of the United States, to the extent applicable, Sellers and Buyer each agree to use their commercially reasonable efforts (i) to use, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, and to cooperate with each other in connection with the foregoing, and (ii) to refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which could reasonably be expected to impede or impair the consummation and the making effective as promptly as practicable of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, (A) each Party agrees to use commercially reasonable efforts (1) to obtain all Authorizations from third parties, (2) to obtain all Authorizations that are required to be obtained under any Law, (3) to lift or rescind any judicial order or other order adversely affecting the ability of the Parties hereto to consummate the transactions contemplated hereby, (4) to effect all necessary registrations and filings, including, but not limited to, filings and submissions of information requested or required by any Governmental Authority and (5) to fulfill all conditions to this Agreement and (B) Sellers agree to correct any title defects with respect to each applicable Site, other than Permitted Encumbrances and, subject to SECTION 5.3, title defects relating to the Existing Mortgages, at or prior to each applicable Closing. Sellers and Buyer further covenant and agree, with respect to a threatened or pending preliminary or permanent judicial order or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties hereto to consummate the transactions contemplated hereby, to use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be, or, if entered, to obtain its lifting or revocation. In no event, however, shall Sellers or Buyer be obligated to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with any such commercially reasonable efforts (other than its own reasonable fees and expenses of counsel and advisors) and except as otherwise provided herein. (b) Sellers and Buyer shall keep the other Party apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals. (c) Sellers and Buyer shall each give the other prompt written notice upon Sellers' or Buyer's (as the case may be) becoming aware that (i) any representation or warranty made by such Party pursuant to this Agreement is no longer true or (ii) any fire, other casualty or condemnation (actual or threatened) affecting a Site. (d) In addition and without duplication, Sellers and Buyer shall use their reasonable best efforts to obtain from each Ground Lessor from whom consent is required a written consent to (i) the applicable Seller's assignment of such Land Lease to Buyer (ii) the sublease of portions of 13 <PAGE> the Site by Buyer to third party tenants whose primary business is the provision of "radio transmission and/or communication services" or terms of similar meaning reasonably acceptable to Buyer (each, a "GROUND LESSOR CONSENT") without making any concessions to the Ground Lessor in terms of Ground Rent or revenue sharing arrangements and (iii) the creation of a pledge by Buyer of its rights under the Land Lease for the benefit of Buyer's lenders. Sellers shall involve Buyer in all material aspects of the efforts to obtain any required Ground Lessor Consent, including providing copies of such Ground Lessor Consents as and when sent, providing copies of correspondence relating thereto, and at the request of Buyer, Buyer shall be included in all negotiations with respect thereto.

Efforts to Close; Cooperation. (ai) Subject to each Party's compliance with the provisions terms and conditions of the Foreign Corrupt Practices Act of the United Statesthis Agreement, to the extent applicable, Sellers Seller and Buyer each agree to shall, and Seller shall cause the Company and its Subsidiaries to, cooperate and shall use their commercially respective reasonable best efforts (i) to use, take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including (x) to the extent expressly requested by Buyer (and at Buyer’s sole cost and expense with respect to any out-of-pocket costs and expenses incurred in connection therewith), using commercially reasonably efforts to obtain all necessary consents (including, but not limited to, landlord consents), (y) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (including filing a Notification and Report Form pursuant to the HSR Act not later than two Business Days after the date hereof and requesting early termination of the waiting period under the HSR Act) and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any Government Entity in order to consummate the transactions contemplated by this Agreement, and (z) taking all actions reasonably necessary in order to cooperate comply with each or satisfy the requirements of any applicable Law or other in connection with the foregoing, and (ii) to refrain from taking, or cause to be refrained from taking, requirements of any action and to refrain from doing or causing to be done, anything which could reasonably be expected to impede or impair Government Entity that would prevent the consummation and the making effective as promptly as practicable of the transactions contemplated by this AgreementAgreement by the Termination Date. Without limiting the generality of the foregoing, (A) each Party agrees to use commercially reasonable efforts (1) to obtain of Buyer and Seller shall make as promptly as reasonably practicable all Authorizations from third parties, (2) to obtain all Authorizations that are filings and submissions required to be obtained under any Lawapplicable Law in connection with this Agreement and the transactions contemplated by this Agreement, (3) to lift or rescind and file promptly any judicial order or other order adversely affecting additional information requested under any applicable Law in connection with this Agreement and the ability transactions contemplated by this Agreement, after receipt of the Parties hereto request therefor. (ii) Notwithstanding the obligations to the contrary in this Section 6.3(a), in connection with obtaining the approval of any Government Entity required in order to consummate the transactions contemplated herebyby this Agreement, neither Buyer nor any of its Affiliates shall be required to (A) undertake any efforts, or to take or consent to any action, if such efforts, action or consent would be reasonably likely to result in a material adverse effect on, (4i) to effect all necessary registrations the business, financial condition or results of operations of the business of the Company and filingsits Subsidiaries, includingtaken as a whole, but not limited to, filings or (ii) its financial condition results of Buyer and submissions its Subsidiaries taken as a whole (using materiality based on the size of information requested or required by any Governmental Authority and (5) to fulfill all conditions to this Agreement and the Company); (B) Sellers hold separate, offer or agree to correct an order or legally enforceable undertaking to hold separate, any title defects properties, assets, operations or businesses (or any portion thereof), except as such would not reasonably be expected to have a Buyer Material Adverse Effect; (C) take or commit to take actions, or agree to or accept any conditions, restrictions, limitations or requirements imposed by Government Entities that limit Buyer’s or, following the Closing, the Company’s and its Subsidiaries’ freedom of action with respect to, or its or their ability to each applicable Siteretain, one or more of its businesses, product lines or assets, except as such would not reasonably be expected to have a Buyer Material Adverse Effect; (D) pay any amounts, expend money or offer or grant any accommodation (financial or otherwise), other than Permitted Encumbrances and, subject to SECTION 5.3, title defects relating to the Existing Mortgages, at or prior to each applicable Closing. Sellers and Buyer further covenant and agree, with respect to a threatened or pending preliminary or permanent judicial order or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability its share of the Parties hereto to consummate the transactions contemplated hereby, to use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be, or, if entered, to obtain its lifting or revocation. In no event, however, shall Sellers or Buyer be obligated to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with any such commercially reasonable efforts (other than its own reasonable filing fees and expenses and fees of counsel and advisors) and counsel, except as otherwise provided hereinsuch would not reasonably be expected to have a Buyer Material Adverse Effect; (E) commence any Litigation against any Government Entity or defend any Litigation initiated by any Government Entity; or (F) waive any of the conditions to closing hereunder. (b) Sellers Seller, on the one hand, and Buyer, on the other hand, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, Affiliates, associates, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of any statement, filing, notice or application made to any third party and/or any Government Entity in connection with the transactions contemplated by this Agreement. (c) Except as prohibited by applicable Law and except as prohibited by any Government Entity, Seller and Buyer shall keep the each other Party apprised of the status of matters relating to the completion of the transactions contemplated hereby by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party, or any of its Affiliates, from any third party and/or any Government Entity with respect to the transactions contemplated by this Agreement, except that each party may redact any portion of such notices or other communication related to anything that is not related to such transactions. None of the parties shall permit any of its respective officers or any other Representatives or agents to participate in any meeting with any Government Entity with respect to any filings, investigation or other inquiry relating to the transactions contemplated by this Agreement unless it gives prior notice and work cooperatively consults with the other party in advance and, to the extent permitted by such Government Entity, gives the other party the opportunity to attend and participate thereat. The parties shall consult and reasonably cooperate with one another in connection with obtaining any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with all meetings, actions and proceedings under or relating to any Laws in connection with the requisite approvals. (c) Sellers and Buyer shall each give the other prompt written notice upon Sellers' or Buyer's (as the case may be) becoming aware that (i) any representation or warranty made transactions contemplated by such Party pursuant to this Agreement is no longer true or (ii) any fireincluding, other casualty or condemnation (actual or threatened) affecting with respect to making a Site. (d) In addition and without duplicationparticular filing, Sellers and Buyer shall use their reasonable best efforts to obtain from each Ground Lessor from whom consent is required a written consent to (i) the applicable Seller's assignment of such Land Lease to Buyer (ii) the sublease of portions of the Site by Buyer to third party tenants whose primary business is the provision of "radio transmission and/or communication services" or terms of similar meaning reasonably acceptable to Buyer (each, a "GROUND LESSOR CONSENT") without making any concessions to the Ground Lessor in terms of Ground Rent or revenue sharing arrangements and (iii) the creation of a pledge by Buyer of its rights under the Land Lease for the benefit of Buyer's lenders. Sellers shall involve Buyer in all material aspects of the efforts to obtain any required Ground Lessor Consent, including providing copies of all such Ground Lessor Consents as documents to the non-filing party and when sentits Representatives prior to filing and, providing copies if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith, except in each case that the filing party shall not be so required to the extent that any of correspondence relating thereto, and at the request of Buyer, Buyer shall be included foregoing do not relate in all negotiations with respect theretoany manner to the transactions contemplated by this Agreement).

Efforts to Close; Cooperation. (a) Subject to each Party's compliance with the provisions of this Agreement, the Foreign Corrupt Practices Act of the United StatesCompany, to the extent applicable, Sellers Parent and Buyer Merger Sub each agree to use their commercially reasonable efforts to (i) to use, take, or cause to be taken, all lawful actions and to do, or cause to be done, all lawful things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, and to cooperate with each other the others in connection with the foregoing, and (ii) to refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which could would reasonably be expected to impede or impair the prompt consummation and the making effective as promptly as practicable of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, including using commercially reasonable efforts to (A) each Party agrees to use commercially reasonable efforts (1) to obtain all Authorizations from third partiesnecessary waivers, (2) to obtain all Authorizations consents, releases and approvals that are required for the consummation of the transactions contemplated by this Agreement, (B) obtain all consents, approvals and authorizations that are required by this Agreement to be obtained under any LawLegal Requirement, (3C) to lift or rescind any judicial injunction or restraining order or other order adversely affecting the ability of the Parties hereto parties to consummate the transactions contemplated herebyby this Agreement, (4D) to effect all necessary registrations and filings, including, but not limited to, filings and submissions of information requested or required by any Governmental Authority and (5E) to fulfill all conditions to this Agreement Agreement. The Company, Parent and (B) Sellers agree to correct any title defects with respect to each applicable Site, other than Permitted Encumbrances and, subject to SECTION 5.3, title defects relating to the Existing Mortgages, at or prior to each applicable Closing. Sellers and Buyer Merger Sub further covenant and agree, with respect to a any threatened or pending preliminary or permanent judicial order injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties hereto parties to consummate the transactions contemplated herebyby this Agreement, to use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be, or, if entered, to obtain its lifting or revocation. In no event, however, shall Sellers will the Company, Parent or Buyer Merger Sub or any of their respective Affiliates be obligated to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with any such commercially reasonable efforts (other than its own reasonable fees and expenses of counsel and advisors) and except as otherwise provided herein. (b) Sellers and Buyer shall keep obligations under this Section 6.4. If prior to the other Party apprised Closing Date, to the Knowledge of the status of matters relating to Company, the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals. (c) Sellers and Buyer shall each give the other prompt written notice upon Sellers' or Buyer's (as the case may be) becoming aware that (i) Company breaches any representation or warranty made by hereunder that is reasonably likely to cause the conditions set forth in Section 7.1 not to be satisfied, then the Company will notify Parent of such Party breach. If prior the Closing Date, to the Knowledge of Parent, Parent or Merger Sub breaches any representation or warranty hereunder that is reasonably likely to cause the condition set forth in Section 8.1 not to be satisfied, then Parent will notify the Company of such breach. Notwithstanding the foregoing, the parties agree that any breach of the obligation to notify the other party pursuant to the immediately preceding two sentences will be treated for all purposes of this Agreement is no longer true or (ii) any fire, other casualty or condemnation (actual or threatened) affecting a Site. (d) In addition and without duplication, Sellers and Buyer shall use their reasonable best efforts to obtain from each Ground Lessor from whom consent is required a written consent to (i) including the applicable Seller's assignment of such Land Lease to Buyer (ii) the sublease of portions satisfaction of the Site by Buyer conditions to third party tenants whose primary business is Closing in Article 7 and Article 8 and indemnification in Article X) only as a breach of the provision of "radio transmission and/or communication services" underlying representation or terms of similar meaning reasonably acceptable to Buyer (each, a "GROUND LESSOR CONSENT") without making any concessions to the Ground Lessor in terms of Ground Rent or revenue sharing arrangements warranty and (iii) the creation not as an independent breach of a pledge by Buyer of its rights under the Land Lease for the benefit of Buyer's lenders. Sellers shall involve Buyer in all material aspects of the efforts to obtain any required Ground Lessor Consent, including providing copies of such Ground Lessor Consents as and when sent, providing copies of correspondence relating thereto, and at the request of Buyer, Buyer shall be included in all negotiations with respect theretocovenant or agreement.