Common use of Further Action; Reasonable Best Efforts Clause in Contracts

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the German Competition Act Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser Parent nor Parent Merger Sub will be required by this Section 7.09 7.8 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires prohibit or limit the divestiture of any assets of any of ownership or operation by the PurchaserCompany, Parent, Company Merger Sub or any of their respective subsidiaries Subsidiaries of any business or assets of the Company, Parent, Merger Sub or any of their Subsidiaries or compel the Company, Parent, Merger Sub or any of their Subsidiaries, as a result of the Transactions, to dispose of or to hold separate any business or assets of the Company, Parent, Merger Sub or any of their Subsidiaries or (B) limits Parent"s ability divest any Shares which, in the case of each of clauses (A) and (B) of this Section 7.8(a), has an economic detriment to operate, Parent or the Company that is material in relation to the Company and the its Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in taken as a manner consistent with past practicewhole. In caseIf, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement as soon as practicable, includingincluding but not limited to (i) cooperation in the preparation and filing of the Offer Documents, without limitationthe Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and parties to contracts with the Company and the Subsidiaries its subsidiaries as are necessary for the consummation of the Transactions transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) Each The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust law. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to cooperate prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and use business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its reasonable best efforts subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to vigorously contest and resist any Action, including administrative or judicial Action, and action seeking to have vacatedimposed any order, lifted, reversed or overturned any decree, judgment, injunction injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that is in effect and that restrictswould delay, prevents restrain, enjoin or prohibits otherwise prohibit consummation of the TransactionsOffer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, includingto use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, without limitationthe posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, by vigorously pursuing all available avenues of administrative and judicial appealmodify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter promptly make any other required submissionssubmissions in any country where a merger filing or other antitrust notification is necessary or desirable, under including but not limited to the HSR ActUnited Kingdom, the German Competition Act or any other applicable foreign antitrust law Federal Democratic Republic of Germany and Brazil, with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to inform or consult with any trade unions, work councils, employee representative or any other representative body as required and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, the Company or any of their respective subsidiaries or (B) limits Parent"s Parent's freedom of action with respect to, or its ability to operateretain, the Company and the Subsidiaries or any portion thereof or any of Parent"s Parent's or its affiliates" ' other assets or businesses in a manner consistent with past practicebusinesses. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal. (c) Immediately prior to the consummation of the Offer, the Company shall deliver to Purchaser a certificate, executed by a senior officer of the Company, in respect of the conditions set forth in paragraphs (ii)(e) and (ii)(f)(i) of Annex A.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto Parties shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement Party shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees Parties shall keep each other apprised of the status of matters relating to cooperate and use its reasonable best efforts to vigorously contest and resist any Actionthe Transactions, including administrative promptly notifying the other Parties of any communication it or judicial Actionany of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to have vacatedthe extent practicable consult about, liftedany proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, reversed or overturned any decree, judgment, injunction investigation or other order (whether temporaryinquiry unless it consults with the other Parties in advance and, preliminary to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreement, the Parties will 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. Subject to the terms of the Confidentiality Agreement, the Parties will provide each other with copies of all material correspondence, filings or permanent) communications, including any documents, information and data contained therewith, 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 and the Transactions. No Party shall take or cause to be taken any action before any Governmental Authority that is in effect and that restricts, prevents inconsistent with or prohibits intended to delay its action on requests for a consent or the consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement as soon as practicable, includingincluding but not limited to (i) cooperation in the preparation and filing of the Offer Documents, without limitationthe Schedule 14D-9, the Proxy Statement, any required filings under the HSR Act and any amendments to any thereof, (ii) cooperation with respect to consummating the financing for the Offer and the Merger and (iii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and parties to contracts with the Company and the Subsidiaries its subsidiaries and Parent and its subsidiaries as are necessary for the consummation of the Transactions transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) Each The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their subsidiaries, from any governmental authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto agrees to will consult and cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Actionwith one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to have vacatedthe HSR Act or any other antitrust law. (c) Each party shall timely and promptly make all filings which are required under the HSR Act and Parent shall pay the filing fee. Each party will furnish to the other such necessary information and reasonable assistance as it may request in connection with its preparation of such filings. Each party will supply the other with copies of all correspondence, liftedfilings or communications between such party or its representatives and the Federal Trade Commission, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation the Antitrust Division of the Transactions, including, without limitation, by vigorously pursuing all available avenues United States Department of administrative and judicial appealJustice or any other governmental agency or authority or members of their respective staffs with respect to this Agreement or the transactions contemplated hereby.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement as soon as practicable after the date hereof, includingincluding but not limited to (i) cooperation in the preparation and filing of the Form S-4, without limitationthe Proxy Statement, and required filings under the HSR Act and any amendments to any thereof and (ii) using its reasonable best efforts to make all required regulatory filings and applications and to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and parties to contracts with the Company and the Subsidiaries its subsidiaries as are necessary for the consummation of the Transactions transactions contemplated by this Agreement and to fulfill the conditions to the Offer Merger. In furtherance and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any not in limitation of the Purchaserforegoing, Parenteach party hereto agrees to make, Company or to the extent it has not already done so, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five business days of their respective subsidiaries or (B) limits Parent"s ability the date hereof and to operate, supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceHSR Act. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) Each . In the event that a suit or objection is instituted by any person or governmental authority challenging this Agreement and the transactions contemplated hereby as violative of applicable competition and antitrust laws, each of Parent and the parties hereto agrees to cooperate and Company shall use its their reasonable best efforts to vigorously contest and resist or resolve such suit or objection. Notwithstanding the foregoing, in connection with any Actionsuch objection or suit instituted by such person or governmental authority (including, including administrative but not limited to, the Federal Trade Commission or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation the Antitrust Division of the TransactionsDepartment of Justice), including, without limitation, by vigorously pursuing all available avenues neither Parent nor Sub shall be required to provide any undertakings or agree to any condition that could reasonably be expected to result in a substantial detriment to Parent's or the Company's business or results of administrative and judicial appealoperations (a "SUBSTANTIAL DETRIMENT").

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable advisable, including under applicable laws and regulations regulations, to consummate and make effective the Transactions, includingincluding but not limited to (i) cooperation in the preparation and filing of the Offer Documents, without limitationthe Schedule 14D-9, the Proxy Statement or any required filings under the HSR Act and any amendments to any thereof, (ii) using its reasonable best efforts to make and cooperate in making all required regulatory filings and applications and to obtain and cooperate in obtaining all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and third parties to contracts with the Company and the Subsidiaries as are necessary or advisable for the consummation of the Transactions and to fulfill the conditions to the Offer Offer, the Merger, the Debt Offer, and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 Financing and (iii) using its reasonable best efforts to take oppose, defend against, remove and appeal any actioninjunction, including entering into any consent decreeorder, hold separate orders decree or other arrangementsruling restraining, that (A) requires enjoining or otherwise prohibiting the divestiture of any assets of Offer, the Merger or any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceTransactions. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) Each The Company shall, as soon as reasonably practicable after the date hereof (and in any event within five business days from the date of public announcement of the parties hereto agrees execution hereof), commence a debt tender offer for its 11-1/2% senior notes due 2002 (the "Senior Notes"), together with a solicitation of consents to cooperate amend the Senior Notes Indenture, dated as of February 28, 1992, between the Company and use its reasonable best efforts to vigorously contest Bankers Trust Company, as trustee (the "Senior Notes Indenture"; such amendment, the "Senior Notes Indenture Amendment"; and resist any Actionsuch debt tender offer and consent solicitation, including administrative or judicial Actioncollectively, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal."Debt Offer"

Further Action; Reasonable Best Efforts. (a) Upon the terms --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, submissions under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither -------- Purchaser nor Parent will be required by this Section 7.09 7.10 to take any action, ------------ including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries subsidiaries, or (B) limits Parent"s Parent's freedom of action with respect to, or its ability to operateretain, the Company and the Subsidiaries or any portion thereof or any of Parent"s Parent's or its affiliates" ' other assets or businesses businesses. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in a manner consistent connection with past practiceantitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries as are set forth in Section 4.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees shall keep each other apprised of the status of matters relating to cooperate and use its reasonable best efforts to vigorously contest and resist any Actionthe Transactions, including administrative promptly notifying the other parties of any communication it or judicial Actionany of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to have vacatedthe extent practicable consult about, liftedany proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, reversed or overturned any decreeinvestigation, judgment, injunction or other order (whether temporaryinquiry unless it consults with the other parties in advance and, preliminary to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreement, the parties will 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. Subject to the terms of the Confidentiality Agreement, the parties will provide each other with copies of all material correspondence, filings, or permanent) communications, including any documents, information and data contained therewith, 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 and the Transactions. No party shall take or cause to be taken any action before any Governmental Authority that is in effect and that restricts, prevents inconsistent with or prohibits intended to delay its action on requests for a consent or the consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect agrees to the Transactions and (ii) use its reasonable best efforts to as soon as practicably possible (i) take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective the Transactions, includingand (ii) obtain from Governmental Authorities and third parties any consents, without limitationlicenses, using its reasonable best efforts to obtain all Permitspermits, consentswaivers, approvals, authorizations, qualifications and authorizations or orders of Governmental Authorities and parties required to contracts with be obtained by Parent or the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement. (b) Subject to appropriate confidentiality protections, each of Parent and the Company shall have the right to review and approve in advance drafts of all applications, notices, petitions, filings and other documents made or prepared in connection with the items described in clauses (a) and (b) above, which approval shall not be unreasonably withheld or delayed, shall cooperate with each other in connection with the making of all such filings, shall furnish to the other party such necessary information and assistance as such other party may reasonably request with respect to the foregoing and shall provide the other party with copies of all filings made by such party with any applicable Government Authority, and, upon request, any other information supplied by such party to a Governmental Authority in connection with this Agreement and the Transactions. (c) Merger Sub, the Company, and Parent shall use their respective reasonable best efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the Transactions, (ii) disclosed in the Company Disclosure Schedule or (Biii) limits Parent"s ability required to operateprevent a Company Material Adverse Effect from occurring prior to the Effective Time. In the event that the Company shall fail to obtain any third party consent described above, the Company shall use its reasonable best efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Subsidiaries Company and Parent and their respective businesses resulting, or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In casewhich could reasonably be expected to result, at any time after the Effective Time, any further action is necessary or desirable from the failure to carry out obtain such consent. In addition, at the purposes request of this AgreementParent, the proper officers and directors of each party to this Agreement Company shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest assist Parent in obtaining any estoppel certificates from any ground lessor under the ground leases underlying the Leased Properties. (d) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to the Merger or any other Transaction, (i) without the prior written consent of Parent which shall not be unreasonably withheld, none of the Company or any of its Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person and resist (ii) none of Parent, Merger Sub or their respective affiliates shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any Actioncash or other consideration, including administrative make any commitment or judicial Action, to incur any liability or other obligation. (e) The Company and the Subsidiaries will (i) permit Parent and Lenders and their respective representatives to have vacatedreasonable access, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect during normal business hours and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.upon at least twenty-four

Further Action; Reasonable Best Efforts. (a) Upon Subject to the --------------------------------------- terms and subject to the conditions hereofset forth in this Agreement, each of the parties Parties hereto shall use its reasonable best efforts to take as promptly as practicable, or cause to be taken, all actions, and to do as promptly as practicable, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger, the Restructuring Transactions and the other transactions contemplated by this Agreement and the Restructuring Agreements, including (i) the obtaining of all necessary actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity; (ii) the obtaining of all necessary consents, approvals or waivers from third parties; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, any Restructuring Agreement or the consummation of the transactions contemplated by this Agreement and the Restructuring Agreements; and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement and the Restructuring Agreements. (b) Without limiting the foregoing, the Company and Parent shall (i) promptly, but in no event later than a reasonable period of time prior to any applicable deadline, provide any information reasonably requested by the other Party in order to make promptly its their respective filingsfilings or applications; (ii) promptly, and in no event later than fifteen (15) Business Days after the date hereof, make their respective filings or applications, and thereafter make any other required submissions, including responses to requests for additional information or documentary detail, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect ; (iii) subject to the Transactions and clause (ii) above, use its reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or actions, nonactions, consents, permits, authorizations, waivers, expirations or terminations of waiting periods, clearances or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the Restructuring Agreements and the consummation of the transactions contemplated hereby and thereby and (B) timely making all such filings, including any amendments or supplements thereto, and timely seeking all such consents, permits, authorizations or approvals; (iv) use reasonable best efforts promptly to take, or cause to be taken, all appropriate action, other actions and to do, or cause to be done, all other things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated hereby and thereby; (v) supply as promptly as practicable such information or documentation that may be requested by any Governmental Entity in connection with this Agreement, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company Restructuring Agreements and the Subsidiaries as are necessary for transactions contemplated hereby and thereby; and (vi) refrain from taking or causing to be taken any action that would reasonably be expected to prevent, impede or materially delay the consummation of the Transactions transactions contemplated hereby and thereby. (c) Subject to fulfill applicable legal limitations, the conditions Company and Parent shall promptly notify the other of the status of matters relating to the Offer completion of the transactions contemplated by this Agreement and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any actionRestructuring Agreements, including entering into any consent decree, hold separate orders promptly furnishing the other with copies of notices or other arrangementscommunications received by the Company or Parent (or their respective Representatives), that (A) requires as the divestiture of any assets of any of the Purchasercase may be, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability Subsidiaries, from any third party and/or any Governmental Entity with respect to operate, such transactions. Parent and the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses shall reasonably cooperate in a manner consistent with past practice. In casethe terms of this Agreement with respect to any communications, at meetings or proceedings with any time after Governmental Entity in connection with obtaining all consents, approvals or actions of any Governmental Entity (including those required under Regulatory Law) to consummate and make effective the Effective Time, any further action is necessary or desirable to carry out Merger and the purposes of transactions contemplated by this Agreement, and each of Parent and the proper officers and directors of each party Company shall afford counsel for the other a reasonable opportunity to participate in all communications, meetings or proceedings with any Governmental Entity in connection therewith. (d) If any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement and the Restructuring Agreements, each of the Company and Parent shall cooperate in all respects with the other and shall use their respective reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative such action or judicial Action, proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents or prohibits restricts consummation of the Transactions, including, without limitation, transactions contemplated by vigorously pursuing all available avenues this Agreement and the Restructuring Agreements. (e) Nothing contained in this Agreement shall be deemed to require Parent or Merger Sub to litigate or agree to litigate or continue to litigate any action or proceeding at any time following the termination of administrative and judicial appealthis Agreement.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement and the Transaction Documents, each of the parties hereto Parties shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts Contracts with the Company and Company Subsidiaries, in each case as set forth on Section 7.09 of the Subsidiaries as are Company Disclosure Schedule, necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the MergerTransactions; provided that neither Purchaser nor Parent will be required by this Section 7.09 shall not apply to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operateAntitrust Laws, the Company filings, applications, consents, approvals, clearances, actions and other matters for which the Subsidiaries or any portion thereof or any provisions of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceSection 7.13 shall apply. In case, at any time after the Effective TimeClosing, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party Party shall consult with one another as to such action. In accordance with the terms and subject to the conditions of this Agreement shall and the Transaction Documents, the Parties agree to use their reasonable best efforts to take take, or cause to be taken, all such actionactions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions and cause the conditions to the Closing set forth in Article VIII to be satisfied. (b) Each of the parties hereto agrees Parties shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other Parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to the extent practicable consult about, any proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party to this Agreement shall agree to participate in any meeting, or video or telephone conference, with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting or conference. Subject to the terms of the Confidentiality Agreement, 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. Subject to the terms of the Confidentiality Agreement, the Parties shall provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions. (c) Prior to the Closing, Parties shall use reasonable best efforts to cause Irish Holdco to qualify as “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4 and to maintain such status through the Closing and immediately after the Closing. (d) Irish Holdco shall use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation solicit from the Irish Takeover Panel a rebuttal of the Transactionspresumption in Rule 3.3(b)(ii) of the Irish Takeover Rules that each of the directors of Irish Holdco is Acting in Concert with each Associated Company at least sixty (60) days prior to any such director of Irish Holdco acquiring Equity Interests of Irish Holdco, includingprovided that this Section 7.09(d) will not apply for any directors of Irish Holdco who have a material relationship with an Associated Company but only as regards the Associated Company with which the director has a material relationship. (e) Irish Holdco shall procure that the terms of appointment of any person appointed to the Irish Holdco Board shall include (i) an obligation for the director, without limitationfor as long as the presumption in Rule 3.3(b)(ii) of Part A of the Irish Takeover Rules applies to such director vis a vis any Associated Company and has not been rebutted to the satisfaction of the Irish Takeover Panel, by vigorously pursuing to secure the consent in writing of Irish Holdco prior to acquiring any Equity Interests of Irish Holdco and (ii) a commitment from the director that they will fully co-operate with Irish Holdco and take all available avenues action reasonably necessary or appropriate for the purposes of administrative and judicial appealsoliciting from the Irish Takeover Panel a rebuttal of the presumption in Rule 3.3(b)(ii) of the Irish Takeover Rules as described in Section 7.09(d) of this Agreement.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto party shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to use its reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Applicable Law to consummate the transactions contemplated by this Agreement. In furtherance and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation not in limitation of the Transactions obligations in Section 11.1, each party hereto agrees to (i) make an appropriate and to fulfill the conditions complete filing of a Notification and Report Form pursuant to the Offer and the Merger; provided that neither Purchaser nor Parent will be required HSR Act by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that no later than ten (A10) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time Business Days after the Effective Time, any further action is necessary or desirable to carry out the purposes date of this Agreement, (ii) make other required filings pursuant to other Antitrust Laws with respect to the proper officers transactions contemplated hereby as promptly as practicable and directors (iii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of each the other party (which shall not be unreasonably withheld). Each party shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to this Agreement shall the HSR Act or any other Antitrust Laws and use their its reasonable best efforts to take all such actionother actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as soon as possible. (b) Each of Buyer, on the one hand, and Seller, on the other hand, shall, in connection with the efforts referenced in Section 5.4(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party and/or its counsel informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party and/or its counsel to review in advance any communication intended to be given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority or other person, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Buyer and Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.4(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Buyer or Seller as the case may be) or its legal counsel. Notwithstanding anything to the contrary in this Section 5.4(b), materials provided to the other party or its outside counsel may be redacted to remove references concerning the valuation of the Company Shares or the Business or as regards Buyer’s plans for conducting its business or that of the Business after the transactions contemplated by this agreement. For purposes of this Agreement, “Antitrust Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. (c) In furtherance and not in limitation of the covenants of the parties hereto contained in Sections 5.4(a) and 5.4(b), if any objections are asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law or which would otherwise prevent or delay the consummation of the transactions contemplated hereby, then each of Buyer and Seller shall use its reasonable best efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement. Buyer further agrees to cooperate use its reasonable best efforts to take or cause to be taken, all actions and use its reasonable best efforts to vigorously do, or cause to be done, all things necessary or advisable to promptly obtain approval for consummation of the transactions contemplated by this Agreement by any Governmental Authority, which actions and things shall include Buyer’s agreement to (i) sell, hold separate or otherwise dispose of, agree to sell, hold separate or otherwise dispose of, or permit the sale, holding separate or other disposition of, the assets to be acquired in this transaction or any of Buyer’s or its Affiliate’s other assets or businesses now owned or hereafter acquired by Buyer in a manner which would resolve such objections or suits; (ii) terminate any existing relationships and contractual rights and obligations and (iii) amend or terminate such existing licenses or other intellectual property agreements and enter into such new licenses or other intellectual property agreements (and in each case, enter into agreements with the relevant Governmental Authority giving effect thereto). Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture, to accept any operational restriction, or take any other action, including any action listed in the preceding sentence, that, in the reasonable judgment of Buyer, could reasonably be expected individually or in the aggregate to materially impair either the expected operations of the Business or the benefits that Buyer expected, as of the date hereof, to realize from the consummation of the transactions contemplated by this Agreement. (d) Subject to the obligations under Section 5.4(c), in the event that any administrative or judicial action or proceeding is instituted by a Governmental Authority or private party challenging any transaction contemplated by this Agreement, or any other agreement contemplated hereby (i) each of Buyer and Seller shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any Action, including administrative such action or judicial Action, proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents or prohibits restricts consummation of the Transactionstransactions contemplated by this Agreement so as to permit such consummation by the fifth Business Day before the Termination Date and (ii) each of Buyer and Seller shall defend, includingat its cost and expense, without limitationany action or actions, whether judicial or administrative, against it or its affiliates in connection with the transactions contemplated by this Agreement. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party’s right to terminate this Agreement pursuant to Section 10.1(b)(ii) so long as such party has up to then complied with its obligations under this Section 5.4. (f) Except as permitted under this Section 5.4 and subject to the conditions of this Section 5.4, neither Buyer nor Seller, nor any of their respective representatives shall contact or otherwise initiate communications with any Governmental Authority regarding the matters that are the subject of the Agreement, Seller, the Company or any of its Subsidiaries. (g) Without limiting the generality of the foregoing, Seller, the Company and its Subsidiaries shall (i) reasonably cooperate with Buyer and any lender(s) of Buyer in connection with the Debt Financing by providing information and executing documentation customarily and reasonably requested by lenders in connection with financing of acquisitions such as that contemplated hereunder; (ii) provide and/or execute and acknowledge, and cause Newco to provide and/or execute and acknowledge, any and all documents, certificates and affidavits reasonably requested by the Buyer’s nationally recognized title insurance company selected by Buyer in its discretion (“Title Company”) in order to issue to Buyer one or more title insurance policies and requested endorsements at usual commercial rates (each, a “Title Policy”, and collectively, “Title Policies”) insuring to Buyer (A) good and marketable fee title to the Owned Real Property and (B) good and marketable leasehold title to the Real Property Leases and Leased Real Property, each in accordance with the requirements of title set forth in Section 3.1(i) and subject to no title exceptions other than Permitted Liens; and (iii) use their commercially reasonable efforts to obtain estoppel certificates in (A) the form of Exhibit D from the landlord under the Huntingdon, Tennessee IDB Real Property Lease and (B) customary form for other material Real Property Leases as Buyer shall request in writing; provided, however, Seller, the Company and its Subsidiaries shall not be required to expend money, assume any liability, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such estoppel certificates. (h) From the date of this Agreement until the Closing, the Seller shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective representatives, including legal and accounting, to provide all cooperation reasonably requested by Buyer in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Seller and its Subsidiaries), including (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Debt Financing, including execution and delivery of customary representation letters in connection with bank information memoranda, (iii) executing and delivering, effective as of the Closing, any pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Buyer (including a certificate of the chief financial officer of the Seller or any Subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Debt Financing) and otherwise reasonably facilitating the pledging of collateral (including cooperation in connection with the pay-off of existing indebtedness and the release of related Liens), (iv) furnishing Buyer and its Debt Financing sources as promptly as practicable with such financial and other pertinent information regarding the Company as may be reasonably requested by Buyer, including all financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X and Regulation S-K under the Securities Act and of the type and form customarily included in private placements pursuant to Rule 144A promulgated under the Securities Act to consummate the offerings of debt securities contemplated by the Debt Financing at the time during the fiscal year when such offerings shall be made) (the “Required Financial Information”), (v) using reasonable best efforts to obtain (or cooperate with Buyer in obtaining) accountants’ comfort letters, legal opinions, appraisals, surveys, title insurance and other documentation and items relating to the Debt Financing as reasonably requested by Buyer, (vi) providing monthly financial statements (excluding footnotes) within the time frame, and to the extent, the Company customarily prepares such financial statements, (vii) taking all actions reasonably necessary to permit the prospective lenders involved in the Debt Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and to establish blocked accounts and lock box arrangements to the extent required in connection with the Debt Financing, (viii) entering into one or more credit or other agreements on terms satisfactory to Buyer in connection with the Debt Financing immediately prior to the Closing, and (ix) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Buyer to permit the consummation of the Debt Financing and the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high yield debt financing, by vigorously pursuing the Company. Buyer shall, promptly upon request by the Seller, reimburse the Seller for all available avenues reasonable and documented out-of-pocket costs incurred by the Seller or its Subsidiaries, including fees and expenses of administrative their respective employees and judicial appealRepresentatives, in connection with such cooperation and shall indemnify and hold harmless the Seller, its Subsidiaries and their respective officers, directors, employees, Affiliates and Representatives for and against any and all losses suffered or incurred by them in connection with the Debt Financing and any information utilized in connection therewith (other than information provided by the Seller or the Subsidiaries). The Seller hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any of it Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their marks. (i) Buyer shall use its reasonable best efforts to arrange and complete the Debt Financing as promptly as practicable, taking into account the Termination Date, on the terms and conditions described in the Debt Financing Commitment Letter or the New Debt Financing Commitment (as defined below), including using reasonable best efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions contained therein (including the flex provisions) and (ii) to satisfy on a timely basis all conditions applicable to Buyer in such definitive agreements that are within its control; provided, that Buyer may (x) amend the Debt Financing Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitment Letter as of the date hereof and (y) otherwise replace, supplement or amend, in whole or in part, the Debt Financing Commitment Letter (the Debt Financing Commitment Letter as replaced, supplemented or amended, the “New Debt Financing Commitment”) to the extent that such New Debt Financing Commitment would not reasonably be expected to delay or prevent the Closing and the terms of such New Debt Financing Commitment do not expand upon the conditions precedent to the Debt Financing as set forth in the Debt Financing Commitment Letter

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make at the reasonable request of any other required submissionsparty hereto, under execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the HSR Actconsummation of the OpCo Merger, the German Competition Act or any Blocker Mergers and the other applicable foreign antitrust law with respect to the Transactions and (ii) use its commercially reasonable best efforts to taketake promptly, or cause to be taken, all appropriate action, and to dodo promptly, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, includingto satisfy the conditions to the obligations to consummate the OpCo Merger and the Blocker Mergers, without limitationto effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the Transactions for the purpose of securing to the parties hereto the benefits contemplated by this Agreement, including using its reasonable best efforts to obtain all Permitspermits, consents, waivers, approvals, authorizations, qualifications and orders Orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer OpCo Merger and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any actionBlocker Mergers, including entering into all necessary pre-Closing and post-Closing filing or notification requirements applicable under any consent decree, hold separate orders or other arrangements, that (A) requires state laws applicable to entities engaged in the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceCompany’s business. In case, at any time after the Blocker Mergers Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers officers, managers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. The Company shall be responsible for, (i) as promptly as practicable, providing the notices and seeking approvals of the Governmental Authorities listed in Section 7.07(a) of the Company Disclosure Schedule (with respect to any such approval to the extent an approval is required by the terms of such state licensing requirements) and (ii) providing Acquiror or its designee progress reports on such notices and approvals periodically and upon the reasonable request of Acquiror. The Company shall use commercially reasonable efforts to provide all such notices and obtain all such approvals as soon as practicable after the date of this Agreement. (b) In furtherance and not in limitation of Section 7.07(a), to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable and no later than ten (10) Business Days after the date of this Agreement, the Company and Acquiror each shall file with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report From as required by the HSR Act. The applicable filing fees with respect to any and all notifications required under the HSR Act in order to consummate the transactions contemplated in this Agreement shall be paid by Acquiror. The parties hereto agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act. Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, to the extent permitted by applicable Law use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is unable to participate in or attend any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority. (c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other Order, decree or ruling or statute, rule, regulation or executive Order that would adversely affect the ability of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of consummate the Transactions, includingto use commercially reasonable efforts to prevent or lift the entry, without limitationenactment or promulgation thereof, as the case may be. (d) Notwithstanding the generality of the foregoing, Acquiror shall use its commercially reasonable efforts (including by vigorously pursuing all available avenues enforcing its rights under the Subscription Agreements to cause the PIPE Investors to comply with their obligations thereunder) to consummate the Private Placement in accordance with the Subscription Agreements, and upon the reasonable request of administrative and judicial appealAcquiror, the Company shall cooperate with Acquiror in such efforts.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries as are set forth in Section 4.5 necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Subject to applicable Law, each of the parties shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other parties of any communication it or any of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to the extent practicable consult about, any proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreement, the parties will 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. Subject to the terms of the Confidentiality Agreement, the parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, 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 and the Transactions contemplated hereby. No party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions. Each of the parties hereto agrees agrees, however, that in complying with each of its respective obligations hereunder, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) In the event any Proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the Merger or seeks damages in connection therewith, Parent, Merger Sub and the Company agree to cooperate and use its their reasonable best efforts to vigorously contest and resist defend against such Proceeding and, if an injunction or other Order is issued in any Actionsuch Proceeding, including administrative to use reasonable best efforts to have such injunction or judicial Actionother Order lifted, and to have vacated, lifted, reversed or overturned cooperate reasonably regarding any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits impediment to the consummation of the TransactionsMerger. (d) The Company shall use its commercially reasonable efforts to obtain or provide, includingas applicable, without limitationat the earliest practicable date, all consents, approvals and notices listed in Schedule 8.4(d) of the Company Disclosure Schedule. The Company shall keep Parent apprised of its efforts undertaken by vigorously pursuing all available avenues reason of administrative this Section 8.4(d) and judicial appealthe results of such efforts including by giving Parent copies of consents obtained and notices provided.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties Parties hereto shall, and shall cause each of their respective subsidiaries to, (i) make promptly its respective filings, and thereafter make any other required submissions, under with each relevant Governmental Authority that are necessary, proper or advisable to consummate the HSR Acttransactions contemplated by this Agreement, the German Competition Act including, without limitation, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or any other applicable foreign antitrust law competition Laws with respect to the Transactions Transactions, and coordinate and cooperate fully with the other Parties in exchanging such information and providing such assistance as the other Parties may reasonably request in connection therewith (including, without limitation, (x) notifying the other Parties promptly of any communication (whether verbal or written) it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissions, (y) permitting the other Parties to review in advance, and consulting with the other Parties on, any proposed filing, submission or communication (whether verbal or written) by such Party to any Governmental Authority, and (z) giving the other Parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries employing such resources as are necessary for to obtain the consummation of Requisite Regulatory Approvals. Notwithstanding the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company foregoing or any other provision of their respective subsidiaries or (B) limits Parent"s ability to operatethis Agreement, the Company agrees that Parent shall have the right to determine and direct the Subsidiaries strategy and process by which the Parties will seek the Requisite Regulatory Approvals and shall take the lead in all meetings and communications with any Governmental Authority, including by determining the appropriate timing of any such meeting or communications (including the timing of the submission of any filing with, or the response to any request by, a Governmental Authority or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceaction to be taken pursuant to this Section 6.08(a)). In caseIf, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party Party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each Party hereto shall, upon request by any other Party, furnish such other Party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3, or any other statement, filing, notice or application made by or on behalf of Parent, Merger Sub, the Company or any of their respective subsidiaries to any third party and/or any Governmental Authority in connection with the Merger and the Transactions. (c) In furtherance and not in limitation of the parties hereto agrees to cooperate foregoing, each Party shall, and shall cause its respective subsidiaries to, use its their reasonable best efforts to vigorously contest and resist any Actionavoid (i) the entry of, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned overturned, any judgment, order or decree, judgment, injunction or other order (whether temporary, preliminary or permanent) , that is in effect and that restrictswould restrain, prevents prevent or prohibits delay the consummation of the TransactionsMerger, includingincluding vigorously defending any Actions, without limitationwhether judicial or administrative, challenging this Agreement or the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any Governmental Authority vacated or reversed, and (ii) or eliminate each and every impediment under any applicable Law so as to enable the Closing to occur as soon as possible, including proposing, negotiating, committing to and effecting, by vigorously pursuing all available avenues consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of administrative and judicial appealbusinesses or assets of Parent, the Company or their respective subsidiaries or otherwise taking or committing to take actions that limit Parent’s or its subsidiaries’ freedom of action with respect to, or their ability to retain, any of their respective businesses or assets or those of the Company or the Comapany Subsidiaries, in each case, as may be required in order to avoid the entry of, or to effect the dissolution or lift of, any injunction, temporary restraining order, or other order in any Action, which would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated by this Agreement. No Party shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the request of any Governmental Authority without the consent of the other Parties to this Agreement.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, including using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries as are set forth in ‎Section 4.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceMerger Steps. In case, at any time after the Acquisition Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other parties of any communication it or any of its affiliates receives from any Governmental Authority relating to this Agreement or the Transactions and permitting the other parties to review in advance, and to the extent practicable consult about, any proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting, or video or telephone conference, with any Governmental Authority in respect of any filings, investigation or other inquiry with respect to this Agreement and the Transactions unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting or conference. Subject to the terms of the Confidentiality Agreement, the parties will 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. Subject to the terms of the Confidentiality Agreement, the parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions. No party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions. (c) Notwithstanding the generality of the foregoing, SPAC shall use its reasonable best efforts to vigorously contest and resist any Actionconsummate the Private Placement in accordance with the Subscription Agreements, including administrative using its reasonable best efforts to enforce its rights under the Subscription Agreements to cause the PIPE Investors to pay to (or judicial Actionas directed by) SPAC the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms, and the Company shall use its reasonable best efforts to have vacatedcooperate with SPAC in such efforts. SPAC shall not, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation without the prior written consent of the TransactionsCompany (such consent not to be unreasonably withheld, includingdelayed or conditioned), without limitationpermit or consent to any amendment, by vigorously pursuing all available avenues supplement or modification to or any waiver (in whole or in part) of administrative and judicial appealany provision or remedy under, or any replacements of, any Subscription Agreement. (d) Prior to the Acquisition Closing, the Company shall have delivered to SPAC copies of notices sent to third parties, set forth in Section 7.09(d) of the Company Disclosure Schedule, in each case in a form reasonably acceptable to SPAC.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the --------------------------------------- terms and subject to the conditions hereofset forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby, including (i) make promptly its respective filingsthe obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and thereafter expirations or terminations of waiting periods from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby, including, but not limited to, instruments effectuating the assignment or assumption of Contracts to or by Parent, Merger Sub or the Surviving Corporation; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Merger Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Merger under any Contract. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) promptly, but in no event later than ten (10) Business Days after the date hereof, make all filings and submissions required under the HSR Act with respect to the Merger and the other transactions contemplated hereby, and use reasonable best efforts to cause the expiration or termination of any other required submissions, applicable waiting periods under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely obtaining all such consents, permits, authorizations or approvals, (iii) supply to any Governmental Authorities as promptly as practicable any additional information or documentary material that may be requested pursuant to any Regulatory Law or by such Governmental Authority, and (iv) use reasonable best efforts to take, or cause to be taken, all appropriate action, other actions and to do, or cause to be done, all other things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the TransactionsMerger and the other transactions contemplated hereby, including taking all such further action as may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other person may assert under any Regulatory Law with respect to the Merger and the other transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date), including, without limitationlimitation (x) proposing, using its reasonable best efforts negotiating, committing to obtain all Permitsand effecting, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders order or other arrangementsotherwise, that (A) requires the sale, divestiture or disposition of any assets or businesses of Parent or its Subsidiaries or Affiliates or of the Company or its Subsidiaries and (y) otherwise taking or committing to take any actions that after the Closing would limit the freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) or Affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) or Affiliates’ businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing, materially delaying the Closing or delaying the Closing beyond the Outside Date; provided that neither the Company nor any of its Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Authority to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its Subsidiaries, unless such requirement, condition, understanding, agreement or order is binding on the Company only in the event that the Closing occurs. (c) Subject to applicable legal limitations and the instructions of any Governmental Authority, the Company and Parent shall keep each other apprised of the Purchaserstatus of matters relating to the completion of the Merger and the other transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, Company as the case may be, or any of their respective subsidiaries Subsidiaries or (B) limits Parent"s ability Affiliates, from any third party and/or any Governmental Authority with respect to operatesuch Merger or transactions. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Subsidiaries proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 8.06, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate in all respects with each other and shall use their its respective reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative such action or judicial Action, proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents or prohibits restricts consummation of the TransactionsMerger or any other transaction contemplated hereby. (e) For purposes of this Agreement, including“Regulatory Law” means any and all state, without limitationfederal and foreign statutes, by vigorously pursuing all available avenues of rules, regulations, orders, decrees, administrative and judicial appealdoctrines and other Laws requiring notice to, filings with, or the consent, clearance or approval of, any Governmental Authority, or that otherwise may cause any restriction, in connection with the Merger and the transactions contemplated thereby, including (i) the ▇▇▇▇▇▇▇ Act of 1890, the ▇▇▇▇▇▇▇ Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) any Law governing the direct or indirect ownership or control of any of the operations or assets of the Company and the Company Subsidiaries or (iii) any Law with the purpose of protecting the national security or the national economy of any nation.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto Parties shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, including using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceSubsidiaries. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees Parties shall keep each other apprised of the status of matters relating to cooperate and use its reasonable best efforts to vigorously contest and resist any Actionthe Transactions, including administrative promptly notifying the other Parties of any communication it or judicial Actionany of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to have vacatedthe extent practicable consult about, liftedany proposed communication by such party to any Governmental Authority in connection with the Transactions. No Party to this Agreement shall agree to participate in any meeting, reversed or overturned video or telephone conference, with any decreeGovernmental Authority in respect of any filings, judgment, injunction investigation or other order (whether temporaryinquiry unless it consults with the other Parties in advance and, preliminary to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting or permanent) that is in effect and that restricts, prevents or prohibits consummation conference. Subject to the terms of the Confidentiality Agreement, the Parties will 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. Subject to the terms of the Confidentiality Agreement, the Parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions, including, without limitation, . (c) FRSG shall cause to be delivered at the Closing a copy of the Registration Rights Agreement duly executed by vigorously pursuing all available avenues FRSG and the FRSG stockholders party thereto. (d) The Company shall cause to be delivered at the Closing a copy of administrative the Registration Rights Agreement duly executed by each party thereto (other than FRSG and judicial appealthe FRSG stockholders party thereto).

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and third parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action. Without limiting the foregoing, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any each of the Purchaser, parties shall use its reasonable best efforts to (a) make or cause to be made the applications or filings required to be made by Parent, Purchaser or the Company or any of their respective subsidiaries Subsidiaries under or with respect to the HSR Act in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions as promptly as is reasonably practicable, and in any event within ten (B10) limits Parent"s ability Business Days after the date of this Agreement, (b) comply at the earliest practicable date with any request under or with respect to operatethe HSR Act for additional information, documents or other materials received by Parent or the Company and the Subsidiaries or any portion thereof or any of Parent"s their respective Subsidiaries from the Federal Trade Commission or its affiliates" the Department of Justice or any other assets Governmental Authority in connection with such applications or businesses filings or the Transactions and (c) reasonably coordinate and cooperate with each other party in a manner consistent the making of any applications or filings (including furnishing any information the other party may require in order to make any such application or filing), or obtaining any approvals, required in connection with past practicethe Transactions under the HSR Act. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers of Parent and directors of each party to this Agreement the Surviving Corporation shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to this Agreement and the Transactions Merger, if required, and (ii) use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the TransactionsMerger, including, without limitation, including using its commercially reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the its Subsidiaries as are necessary for the consummation of the Merger and the Contemplated Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (Ax) requires the divestiture of any assets of any consents set forth in Section 4.05(a) of the PurchaserDisclosure Schedule, Parentand (y) consents required to prevent, individually or in the aggregate, a Company or any of their respective subsidiaries or (B) limits Parent"s ability Material Adverse Effect from occurring prior to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time. Any costs or expenses in connection with obtaining any consent referred to in the prior sentence shall be the responsibility of the Parent Parties, any further action is necessary except for costs or desirable expenses in connection with a consent referred to carry out in clause (y), which shall be the purposes responsibility of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such actionCompany. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to Section 7.07(a), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law and the Confidentiality Agreement, providing copies of all related documents to the non-filing party and their advisors prior to filing, and, to the extent practicable, neither of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Contemplated Transactions. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings and calls with such Governmental Authority. (c) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist defend through litigation on the merits any Action, including administrative or judicial Action, and asserted by any party in order to avoid the entry of, or to have vacated, lifted, reversed reversed, terminated or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that whole or in part restricts, delays, prevents or prohibits consummation of the TransactionsMerger, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal. (d) The Company Parties, at the expense of the Parent Parties (which shall be paid or reimbursed promptly upon request by the Company Parties), shall assist (i) with the defeasance by the Parent Parties of existing loans of the Company Parties (to the extent defeasance is permitted thereunder), (ii) the Parent Parties in the assumption of any of loans of the Company Parties which are not subject to defeasance, and (iii) with the assignment of permits and licenses and obtaining estoppels with respect to real property of the Company Parties.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) party will use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or applicable agreement to consummate the transactions contemplated by this Agreement. In furtherance and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation not in limitation of the Transactions foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form for Certain Mergers and Acquisitions pursuant to the HSR Act and to fulfill the conditions make other required filings pursuant to other Antitrust Laws with respect to the Offer and the Merger; provided that neither Purchaser nor Parent will be required transactions contemplated by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, if and to the proper officers and directors extent that the parties determine any such filings are required, as promptly as practicable after the date of each party to this Agreement shall use their reasonable best efforts and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws and to take all such actionother actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as soon as practicable. (b) Each Acquiror and the Company will, in connection with the efforts referenced in Section 6.8(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and thereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or other Person or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences in accordance with Antitrust Law. (c) In furtherance and not in limitation of the covenants of the parties hereto agrees contained in Sections 6.8(a) and (b), if any objections are asserted with respect to cooperate the transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby and thereby as violative of any Antitrust Law or which would otherwise prohibit or materially impair or materially delay the consummation of the transactions contemplated hereby and thereby, each of Acquiror and the Company will use its reasonable best efforts to vigorously resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prohibit or materially impair or delay the consummation of the transactions contemplated hereby and thereby; provided, however, that neither Acquiror nor any of its shareholders or Affiliates will be obligated to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or agree to sell, hold separate or otherwise dispose of or conduct its business. Without excluding other possibilities, the transactions contemplated by this Agreement will be deemed to be materially delayed if unresolved objections or suits delay or could reasonably be expected to delay the consummation of the transactions contemplated hereby and thereby beyond the Termination Date. (d) Subject to the obligations under Section 6.8(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority challenging any transaction contemplated by this Agreement or any other agreement contemplated hereby, (i) each of Acquiror and the Company will cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any Action, including administrative such action or judicial Action, proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents or prohibits restricts consummation of the Transactionstransactions contemplated by this Agreement, includingand (ii) each of Acquiror and the Company will use its respective reasonable best efforts to defend, without limitationat its own cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by vigorously pursuing this Agreement. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.8 will limit a party's right to terminate this Agreement pursuant to Section 8.1(b) or Section 8.1 (c) so long as such party has up to then complied in all available avenues of administrative and judicial appealmaterial respects with its obligations under this Section 6.8.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or any other applicable foreign antitrust law competition Laws with respect to the Transactions Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including, without limitation, (1) notifying the other parties promptly of any communication (whether verbal or written) it or any of its affiliates receives from any Governmental Authority in connection with such filings or submissions, (2) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (3) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts taking any and all steps necessary to obtain all Permitsavoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, consentsincluding, approvalswithout limitation, authorizationscommitting to and effecting, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders orders, or other arrangementsotherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that the Company shall not agree to take any such steps (Aincluding any hold separate, restructuring, reorganization, sale, divestiture or disposition) requires without the divestiture prior written consent of any assets Parent; provided further, that none of any of the Purchaser, Parent, Company Merger Sub or any of their respective subsidiaries Affiliates shall be required to hold separate, restructure, reorganize, sell, divest, dispose of, or (B) otherwise take or commit to any action that limits Parent"s its freedom of action with respect to, or its ability to operateretain, the Company and the Subsidiaries or any portion thereof or any of Parent"s its businesses, services or its affiliates" other assets or businesses in a manner consistent with past practiceassets. In caseIf, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each party hereto shall, upon request by any other party, furnish such other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3, or any other statement, filing, notice or application made by or on behalf of Parent, Merger Sub, the parties hereto agrees Company or any of their respective subsidiaries to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned Third Party and/or any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is Governmental Authority in effect and that restricts, prevents or prohibits consummation of connection with the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, including the terms and conditions set forth in Section 6.08(a) specifying the circumstances under which Merger Co is obligated to draw the Bridge Financing, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect agrees to the Transactions and (ii) use its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective the TransactionsMerger, including(ii) obtain from Governmental Authorities any consents, without limitationlicenses, using its reasonable best efforts to obtain all Permitspermits, consentswaivers, approvals, authorizations, qualifications and authorizations or orders of Governmental Authorities and parties required to contracts with be obtained by Merger Co or the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement, and (iii) promptly make all necessary filings, and thereafter make any other required submission, with respect to this Agreement and the Merger required under the HSR Act or any other applicable antitrust, competition or fair trade Laws with respect to the Merger. Subject to appropriate confidentiality protections, the parties hereto shall have an opportunity to review and comment on drafts of all applications, notices, petitions, filings and other documents made or prepared in connection with the items described in clauses (i) through (iii) above, which comments shall be considered by the other party in good faith, shall cooperate with each other in connection with the prompt making of all such filings, will furnish to the other party such necessary information and assistance as such other party may reasonably request with respect to the foregoing and will provide the other party with copies of all filings made by such party with any applicable Government Authority, and, upon request, any other information supplied by such party to a Governmental Authority in connection with this Agreement and the Merger. (b) Merger Co and the Company shall file as soon as practicable after the date of this Agreement all required or advisable notifications under, or relating to, the HSR Act and any antitrust, competition or fair trade Law of any applicable United States or non-United States governmental antitrust authority and shall respond as promptly as practicable to all inquiries or requests for additional information received from a Governmental Authority in relation to such filings or notices for additional information or documentation. Merger Co agrees to take whatever action may be necessary to resolve any objections as may be asserted under the HSR Act or any other applicable antitrust, competition or fair trade Laws with respect to the Merger. Notwithstanding anything in this Agreement to the contrary, no action taken by Merger Co pursuant to this Section 6.09(b) shall entitle Merger Co to any diminution of the Merger Consideration. (c) The Company and Merger Co shall, and the Company shall cause the Subsidiaries to, use their respective reasonable best efforts to obtain any third party consents (i) necessary to consummate the Merger and the Other Transactions, (ii) required to prevent a Company Material Adverse Effect from occurring prior to the Effective Time or (Biii) limits Parent"s ability in the case of the Company or any Subsidiary, otherwise reasonably requested by Merger Co. In the event that the Company shall fail to operateobtain any third party consent described above, the Company shall use its reasonable best efforts, and shall take such actions as are reasonably requested by Merger Co, to minimize any adverse effect upon the Subsidiaries Company and Merger Co resulting, or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In casewhich could reasonably be expected to result, at any time after the Effective Time, any further action is necessary or desirable from the failure to carry out obtain such consent. (d) Notwithstanding anything to the purposes of contrary in this Agreement, except as contemplated under Section 6.08, in connection with obtaining any approval or consent from any person (other than a Governmental Authority) with respect to the proper officers and directors Merger, (i) without the prior written consent of each party to this Agreement Merger Co which shall use their reasonable best efforts to take all such action. (b) Each not be unreasonably withheld or delayed, none of the parties hereto agrees Company or any of its Subsidiaries shall pay or commit to cooperate and use its reasonable best efforts pay to vigorously contest and resist such person whose approval or consent is being solicited any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction cash or other order consideration, make any commitment or incur any liability or other obligation due to such person and (whether temporaryii) neither Merger Co nor any of its affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, preliminary make any commitment or permanent) that is in effect and that restricts, prevents to incur any liability or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appealother obligation.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto Parties shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the TransactionsTransactions as soon as practicable, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries as are set forth in Section 4.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective TimeClosing, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement Party shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees Parties shall keep each other apprised of the status of matters relating to cooperate the Transactions, including promptly notifying the other Parties of any communication it or any of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to the extent practicable consult about, any proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreement, the Parties will use its reasonable best efforts to vigorously contest coordinate and resist any Actioncooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. Subject to the terms of the Confidentiality Agreement, the Parties will provide each other with copies of all material correspondence, filings or communications, including administrative any documents, information and data contained therewith, between them or judicial Actionany of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to have vacated, lifted, reversed this Agreement and the Transactions. No Party shall take or overturned cause to be taken any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) action before any Governmental Authority that is in effect and that restricts, prevents inconsistent with or prohibits intended to delay its action on requests for a consent or the consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, submissions under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 7.10 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries subsidiaries, or (B) limits Parent"s Parent's freedom of action with respect to, or its ability to operateretain, the Company and the Subsidiaries or any portion thereof or any of Parent"s Parent's or its affiliates" ' other assets or businesses businesses. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in a manner consistent connection with past practiceantitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries as are set forth in Section 4.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. The Company shall use good faith efforts to complete the matters set forth on Schedule 7.10 (a) of the Company Disclosure Schedule prior to the Effective Time. (b) Each of the parties hereto agrees shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other parties of any communication it or any of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to the extent practicable consult about, any proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting, or video or telephone conference, with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting or conference. Subject to the terms of the Confidentiality Agreement, the parties will 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. Subject to the terms of the Confidentiality Agreement, the parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions contemplated hereby. No party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions. (c) Notwithstanding the generality of the foregoing, DCRB shall use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Actionconsummate the Private Placement in accordance with the Subscription Agreements, and the Company shall cooperate with DCRB in such efforts. DCRB shall not, without the prior written consent of the Company (such consent not to have vacatedbe unreasonably withheld, liftedconditioned or delayed), reversed permit or overturned consent to any decreeamendment, judgment, injunction supplement or other order (whether temporary, preliminary modification to any Subscription Agreement that would reasonably be expected to delay or permanent) that is in effect and that restricts, prevents or prohibits prevent the consummation of the TransactionsPrivate Placement. Without limiting the generality of the foregoing, includingDCRB shall give the Company, prompt (and, in any event within three Business Days) written notice: (i) of any amendment to any Subscription Agreement (together with a copy of such amendment); (ii) of any breach or default (or any event or circumstance that, with or without limitationnotice, lapse of time or both, could give rise to any breach or default) by vigorously pursuing any party to any Subscription Agreement known to DCRB; (iii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement; and (iv) if DCRB does not expect to receive all available avenues or any portion of administrative and judicial appealthe Private Placements on the terms, in the manner or from the sources contemplated by the Subscription Agreements.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect agrees to the Transactions and (ii) use its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective the Transactions, includingand (ii) obtain from Governmental Authorities and third parties any consents, without limitationlicenses, using its reasonable best efforts to obtain all Permitspermits, consentswaivers, approvals, authorizations, qualifications and authorizations or orders of Governmental Authorities and parties required to contracts with be obtained by Parent or the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operatein connection with the authorization, the Company execution and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes delivery of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each As soon as practicable after the date of this Agreement, each of the parties hereto agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. (c) Subject to appropriate confidentiality protections, each of Parent and the Company shall have the right to review and approve in advance drafts of all applications, notices, petitions, filings and other documents made or prepared in connection with the items Table of Contents described in clauses (a) and (b) above, which approval shall not be unreasonably withheld or delayed, shall cooperate with each other in connection with the making of all such filings, shall furnish to the other party such necessary information and assistance as such other party may reasonably request with respect to the foregoing and shall provide the other party with copies of all filings made by such party with any applicable Government Authority, and, upon request, any other information supplied by such party to a Governmental Authority in connection with this Agreement and the Transactions. (d) Parent and Merger Sub agree to take whatever action as may be necessary or required by any Governmental Authority to resolve any objections asserted under the HSR Act or any other applicable federal or state antitrust, competition or fair trade Laws with respect to the Transactions (including, without limitation, agreeing to hold separate or to divest any of the businesses, products or assets of Parent, Merger Sub, the Company or any of their respective affiliates) or to avoid the entry of, or to effect the dissolution of, any non-appealable permanent injunction or other final judgment that has the effect of preventing the consummation of any of the Transactions; provided, however, that notwithstanding anything to the contrary in this Section 6.06(d), (i) neither Parent nor Merger Sub shall be required to divest (or to cause any Subsidiary to divest) any business, products or assets (1) which, individually or in the aggregate, account at the time of such divestiture for more than either $25 million of the consolidated gross revenues of Parent or $50 million of the consolidated gross assets of Parent, and (2) unless, in connection with any such divestiture, Parent, Merger Sub, the Company or any of their respective affiliates, as the case may be, receives reasonable compensation therefor (each, a “Prohibited Divestiture”), or (B) take or agree to take any other action that would reasonably be expected to have a material adverse effect on the Parent, the Company and their respective subsidiaries, on a combined basis, after the Effective Time, and (ii) Parent shall be entitled to terminate this Agreement pursuant to Section 8.01(i) in the event that a Governmental Authority requires Parent or Merger Sub to make a Prohibited Divestiture in connection with the consummation of the Transactions. (e) Merger Sub, the Company, and Parent shall use their respective reasonable best efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the Transactions, (ii) disclosed in the Company Disclosure Schedule or (iii) required to prevent a Company Material Adverse Effect from occurring prior to the Effective Time. In the event that the Company shall fail to obtain any third party consent described above, the Company shall use its reasonable best efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Company and Parent and their respective businesses resulting, or which could reasonably be expected to result, after the Effective Time, from the failure to obtain such consent. In addition, at the request of Parent, the Company shall use its reasonable best efforts to vigorously contest and resist assist Parent in obtaining (A) any Action, including administrative or judicial Actionestoppel certificates from any ground lessor under the ground leases underlying the Leased Properties, and (B) customary “comfort” letters from any franchisors or licensors under any franchise or license agreements to have vacatedwhich the Company or any Subsidiary is a party. (f) Notwithstanding anything to the contrary in this Agreement, liftedin connection with obtaining any approval or consent from any person (other than a Governmental Authority) with respect to the Merger or any other Transaction, reversed (i) without the prior written consent of Parent which shall not be unreasonably withheld, none of the Company or overturned any decree, judgment, injunction of its Subsidiaries Table of Contents shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other order consideration, make any commitment or incur any liability or other obligation due to such person and (whether temporaryii) none of Parent, preliminary Merger Sub or permanenttheir respective affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability or other obligation. (g) that is in effect and that restricts, prevents or prohibits consummation Each of the TransactionsCompany and its Subsidiaries will, includingand will cause each of its Representatives to, without limitationuse its reasonable efforts, by vigorously pursuing all available avenues subject to applicable Laws, to cooperate with and assist Parent and Merger Sub in connection with planning the integration of administrative the Company and judicial appealits Subsidiaries and their respective employees with the business operations of Parent and its Subsidiaries.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the TransactionsTransactions as promptly as practicable, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the each Group Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Acquisition Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Acquisition Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees shall keep each other apprised of the status of matters relating to cooperate and use its reasonable best efforts to vigorously contest and resist any Actionthe Transactions, including administrative promptly notifying the other parties of any communication it or judicial Actionany of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to have vacatedthe extent practicable consult about, liftedany proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, reversed or overturned any decree, judgment, injunction investigation or other order (whether temporaryinquiry unless it consults with the other parties in advance and, preliminary to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreement, the parties will 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. Subject to the terms of the Confidentiality Agreement, the parties will provide each other with copies of all material correspondence, filings or permanent) communications, including any documents, information and data contained therewith, 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 and the Transactions contemplated hereby. No party shall take or cause to be taken any action before any Governmental Authority that is in effect and that restricts, prevents inconsistent with or prohibits intended to delay its action on requests for a consent or the consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR ActAct and in the other countries where a merger filing is necessary or advisable, including but not limited to the German Competition Act or any other applicable foreign antitrust law United Kingdom and the Federal Democratic Republic of Germany, with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to inform or consult with any trade unions, works councils, employee representatives or any other representative body as required, and to fulfill the conditions to the Offer and the Merger; provided PROVIDED that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s Parent's freedom of action with respect to, or its ability to operateretain, the Company and the Subsidiaries or any portion thereof or any of Parent"s Parent's or its affiliates" ' other assets or businesses in a manner consistent with past practicebusinesses. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its all reasonable best efforts to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and parties to contracts with the Company and the Subsidiaries as are necessary for 37 30 the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist If any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction "fair price," "control share acquisition" or other order (whether temporary, preliminary similar anti-takeover statute or permanent) that regulation or any applicable anti-takeover provision in the Company's Certificate of Incorporation or By-Laws is in effect and that restricts, prevents or prohibits consummation of may become applicable to the Company or the Transactions, includingeach of Parent and the Company and its Board shall grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Transactions. (c) The Company hereby consents to the making by Parent or an Affiliate of Parent of tender offers (the "Debt Tenders") for the Company's outstanding 9-1/8% Senior Notes due 2001 and its 9-5/8% Senior Subordinated Notes due 2003 (the "Notes"). The Company agrees to reasonably assist Parent or such Affiliate in the timely completion of the Debt Tenders and, without limitationlimiting the generality of the foregoing, by vigorously pursuing to promptly provide Parent or such Affiliate with all available avenues information and documentation concerning the Company and the Notes as Parent or such Affiliate may reasonably request in connection with the making of administrative and judicial appealthe Debt Tenders.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect agrees to the Transactions and (ii) use its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective the Transactions, includingand (ii) obtain from Governmental Authorities and third parties any consents, without limitationlicenses, using its reasonable best efforts to obtain all Permitspermits, consentswaivers, approvals, authorizations, qualifications and authorizations or orders of Governmental Authorities and parties required to contracts with be obtained by Parent or the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operatein connection with the authorization, the Company execution and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes delivery of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each As soon as practicable after the date of this Agreement, each of the parties hereto agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. (c) Subject to appropriate confidentiality protections, each of Parent and the Company shall have the right to review and approve in advance drafts of all applications, notices, petitions, filings and other documents made or prepared in connection with the items described in clauses (a) and (b) above, which approval shall not be unreasonably withheld or delayed, shall cooperate with each other in connection with the making of all such filings, shall furnish to the other party such necessary information and assistance as such other party may reasonably request with respect to the foregoing and shall provide the other party with copies of all filings made by such party with any applicable Government Authority, and, upon request, any other information supplied by such party to a Governmental Authority in connection with this Agreement and the Transactions. (d) Parent and Merger Sub agree to take whatever action as may be necessary or required by any Governmental Authority to resolve any objections asserted under the HSR Act or any other applicable federal or state antitrust, competition or fair trade Laws with respect to the Transactions (including, without limitation, agreeing to hold separate or to divest any of the businesses, products or assets of Parent, Merger Sub, the Company or any of their respective affiliates) or to avoid the entry of, or to effect the dissolution of, any non-appealable permanent injunction or other final judgment that has the effect of preventing the consummation of any of the Transactions. Notwithstanding anything in this Agreement to the contrary, no action taken by Parent or Merger Sub pursuant to this Section 6.06(d) shall entitle Parent to reduce the consideration payable hereunder, and the Company shall not be required to divest or hold separate any assets or businesses or otherwise take or commit to take any action that limits its freedom of action with respect to any of the Company’s direct or indirect assets or businesses. (e) Merger Sub, the Company, and Parent shall use their respective reasonable best efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the Transactions, (ii) disclosed in the Company Disclosure Schedule or (iii) required to prevent a Company Material Adverse Effect from occurring prior to the Effective Time. In the event that the Company shall fail to obtain any third party consent described above, the Company shall use its reasonable best efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Company and Parent and their respective businesses resulting, or which could reasonably be expected to result, after the Effective Time, from the failure to obtain such consent. In addition, at the request of Parent, the Company shall use its reasonable best efforts to vigorously contest and resist assist Parent in obtaining any Actionestoppel certificates from any ground lessor under the ground leases underlying the Leased Properties. (f) Notwithstanding anything to the contrary in this Agreement, including administrative in connection with obtaining any approval or judicial Actionconsent from any person (other than a Governmental Authority) with respect to the Merger or any other Transaction, and (i) without the prior written consent of Parent which shall not be unreasonably withheld, none of the Company or any of its Subsidiaries shall pay or commit to have vacated, lifted, reversed pay to such person whose approval or overturned consent is being solicited any decree, judgment, injunction cash or other order consideration, make any commitment or incur any liability or other obligation due to such person and (whether temporaryii) none of Parent, preliminary Merger Sub or permanent) that their respective affiliates shall be required to pay or commit to pay to such person whose approval or consent is in effect and that restrictsbeing solicited any cash or other consideration, prevents make any commitment or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appealto incur any liability or other obligation.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are set forth in Section 4.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other parties of any communication it or any of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to the extent practicable consult about, any proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting, or video or telephone conference, with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting or conference. Subject to the terms of the Confidentiality Agreement, the parties will 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. Subject to the terms of the Confidentiality Agreement, the parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions contemplated hereby. No party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions. (c) Notwithstanding the generality of the foregoing, TortoiseCorp shall use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Actionconsummate the Private Placement in accordance with the Subscription Agreements, and to have vacatedthe Company shall cooperate with TortoiseCorp in such efforts. TortoiseCorp shall not, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation without the prior written consent of the TransactionsCompany (such consent not to be unreasonably withheld, includingdelayed or conditioned), without limitationpermit or consent to any amendment, by vigorously pursuing all available avenues of administrative and judicial appealsupplement or modification to any Subscription Agreement that would reasonably be expected to cause the condition set forth in Section 8.01(f) to fail.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofset forth in this Agreement, each of the parties hereto shall (i) make promptly its respective filingsshall, and thereafter make any other required submissionsshall cause their respective Affiliates to, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all actions necessary, proper and advisable under applicable Laws to consummate the Transactions as promptly as practicable. In furtherance and not in limitation of the foregoing, each party shall: (i) make an appropriate action, filing of a Notification and Report Form pursuant to do, or cause the HSR Act with respect to the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be done, requested pursuant to the HSR Act; (ii) make any additional filings required by any applicable Competition Law and take all things other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Competition Laws, and comply with applicable laws Foreign Antitrust Laws, as promptly as practicable; and regulations (iii) subject to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts applicable Laws relating to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties access to contracts with the Company and the Subsidiaries as are necessary for the consummation exchange of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any actioninformation, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to (A) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry under or relating to any Competition Law; (B) keep the other parties informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party under any Competition Laws, in each case regarding any of the Transactions; and (C) permit the other parties hereto to review in advance any communication intended to be given by it to, and consult with the other parties in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority, give the other parties the opportunity to attend and participate in such meetings and conferences. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 5.4(a), but subject to Section 5.4(c), in the event that any legal, administrative, arbitral or other proceeding, claim, suit or action is instituted (or threatened to be instituted) by a Governmental Authority or private party under any Competition Laws challenging any of the Transactions or in the event that any Governmental Authority shall otherwise object to any of the Transactions, each of Parent, Merger Sub and the Company shall cooperate with each other and use its respective reasonable best efforts: (A) to vigorously defend, contest and resist any Actionsuch proceeding, including administrative claim, suit, action or judicial Action, and challenge; (B) to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents or prohibits restricts consummation of the Transactions; and (C) to resolve objections. (c) Notwithstanding anything to the contrary contained in this Agreement, includingin no event shall Parent or any of its Subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, without limitationenter into any consent decree, make any divestiture, accept any operational restriction or take or commit to take any action that would reasonably be expected to limit: (i) the freedom of action of Parent or its Subsidiaries or Affiliates with respect to the operation of, or Parent's ability to retain, the Company or any businesses, product lines or assets of the Company, or (ii) Parent's or its Subsidiaries' or Affiliates' ability to retain, own or operate any portion of the businesses, product lines or assets of Parent or any of its Subsidiaries or Affiliates, or alter or restrict in any way the business or commercial practices of Parent or its Subsidiaries or Affiliates or the Company or its Subsidiaries. (d) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1(b)(i) or (ii) so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. (e) The Company shall not take any action that would result in any state takeover statute or similar Law becoming applicable to any of the Transactions. If any state takeover statute or similar Law becomes applicable to any of the Transactions, Parent, Merger Sub and the Company shall use reasonable best efforts to take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by vigorously pursuing this Agreement and otherwise minimize the effect of such Law on the Transactions. (f) The Company has initiated a process to be in compliance with Section 404 of the SOxA and shall continue in good faith its current efforts with respect thereto. (g) For purposes hereof, "Competition Laws" means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, th▇ ▇▇▇▇▇al Trade Commission Ac▇, ▇▇ ▇mended, and all available avenues other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of administrative and judicial appealmonopolization or restraint of trade or lessening of competition through merger or acquisition.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall and shall cause their respective Subsidiaries to use reasonable best efforts to (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or any other applicable foreign antitrust law competition Laws with respect to the Transactions Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith; and (ii) use its reasonable best efforts cooperate with the other parties hereto to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts including to (x) obtain and/or maintain all Permitsapprovals, consents, approvalsregistrations, authorizationspermits, qualifications authorizations and orders of other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authorities and Authority so as to enable the parties hereto to contracts with expeditiously consummate the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any actionTransactions, including entering into any committing to and effecting, by consent decree, hold separate orders orders, or other arrangementsotherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto shall be required to take any such action if such action would result in or may be reasonably likely to result in a Company Material Adverse Effect. (Ab) requires Each party hereto shall, upon request by any other party, promptly furnish such other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the divestiture Proxy Statement, the Schedule 13E-3, or any other statement, filing, notice or application made by or on behalf of any assets of any of the Purchaser, Parent, Merger Sub, the Company or any of their respective subsidiaries or (B) limits Parent"s ability Subsidiaries to operate, the Company and the Subsidiaries or any portion thereof or Third Party and/or any of Parent"s or its affiliates" other assets or businesses Governmental Authority in a manner consistent connection with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto Parties shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts Contracts with the Company and the Company Subsidiaries as are set forth in Section 3.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceTransactions. In case, at any time after the Effective TimeClosing, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement Party shall use their reasonable best efforts to take all such action. Subject to the terms and conditions of this Agreement, the Parties agree to use their reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) to 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 the Transactions and cause the conditions to the Transactions to be satisfied. (b) Each of the parties hereto agrees Parties shall keep each other apprised of the status of matters relating to cooperate and use its reasonable best efforts to vigorously contest and resist any Actionthe Transactions, including administrative promptly notifying the other Parties of any communication it or judicial Actionany of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to have vacatedthe extent practicable consult about, liftedany proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party to this Agreement shall agree to participate in any meeting, reversed or overturned video or telephone conference, with any decreeGovernmental Authority in respect of any filings, judgment, injunction investigation or other order (whether temporaryinquiry unless it consults with the other Parties in advance and, preliminary to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting or permanent) conference. Subject to the terms of the Confidentiality Agreement, 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. Subject to the terms of the Confidentiality Agreement, the Parties shall provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions. No Party shall take or cause to be taken any action before any Governmental Authority that is in effect and that restricts, prevents inconsistent with or prohibits intended to delay its action on requests for a consent or the consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall use its reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate the Transactions as soon as reasonably practicable, including (i) make preparing and filing as promptly its respective filingsas reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all actions, inactions, consents, registrations, approvals, permits or authorizations necessary or advisable to be obtained from any Governmental Authority in order to consummate the Transactions (for the avoidance of doubt, including completing the Foreign Exchange Filings and obtaining the Foreign Exchange Approvals), and thereafter make (ii) taking any other required submissionsand all steps necessary to avoid or eliminate each and every impediment under any applicable Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions; provided, under that (x) none of Parent, Merger Company or any of their respective Affiliates or Representatives (excluding, in the HSR Actcase of Parent, the German Competition Act Company and its Subsidiaries) shall be required to accept any onerous condition or mitigation measure imposed upon it that would have a material adverse effect on the expected economic benefit to Parent or the Sponsors in the Transaction, including to commit to or effect, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its or any of its Affiliates’ or portfolio companies’ assets, properties or businesses, or accept any prohibition or limitation on the ownership or operation of, or any arrangement that would apply to, any of its or any of its Affiliates’ or portfolio companies’ assets, properties or businesses and (y) the Company shall, at Buyer Group’s request, use its reasonable best efforts to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that (1) the Company may expressly condition any such sale, holding separate or other applicable foreign antitrust law with respect disposal, and any agreement to take any such action or to conduct its or any of its Subsidiaries’ business in any manner, upon the consummation of the Merger and other Transactions and (ii2) the Company shall not be required to take any action if such action would have or may be reasonably likely to have a Company Material Adverse Effect; provided, further, that any action taken by the Company pursuant to this Section 7.09(a) shall not be deemed to be a violation of any provision of Section 6.01. (b) Antitrust matters. (i) To the extent applicable and subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 7.09, each of the Company, Parent and Merger Company agrees to promptly provide to, and make necessary registrations, declarations or filings with, each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws (the “Governmental Antitrust Entity”) non-privileged information and documents (A) requested by any Governmental Antitrust Entity or (B) that are necessary, proper or advisable to permit consummation of the Transactions. Each of the Company, Parent and Merger Company shall (w) act in good faith and reasonably cooperate with the other parties in connection with any such registrations, declarations and filings and in connection with resolving any investigation or other inquiry of any Governmental Antitrust Entity, (x) promptly provide each other party with copies of any communications received from, or provided to, any Governmental Antitrust Entity, (y) permit the Representatives of each party hereto to participate in any discussions or meetings with any Governmental Antitrust Entity (and to provide reasonable advance notice of any such discussions or meetings), and (z) use its reasonable best efforts to take, take or cause to be taken, taken all appropriate action, and to do, or cause to be done, all things other actions necessary, proper or advisable consistent with this Section 7.09(b) to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under all applicable laws antitrust Laws as soon as practicable. (ii) In furtherance and regulations not in limitation of the covenants of the parties contained herein, if any objections are asserted with respect to consummate and make effective the Transactions under any applicable antitrust or competition Laws or if any suit is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private party challenging any of the Transactions as violating any applicable antitrust or competition Laws or that would otherwise prevent, materially impede or materially delay the consummation of the Transactions, includingeach of Parent, without limitation, using Merger Company and the Company shall use its reasonable best efforts to obtain all Permitsresolve any such objections or suits so as to permit consummation of the Transactions, consentswhich, approvalsfor the avoidance of doubt, authorizationsincludes, qualifications at Buyer Group’s request, the Company’s selling, holding separate or otherwise disposing of or conducting its or any of its Subsidiaries’ business in a manner which would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct its or any of its Subsidiaries’ business in a manner which would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its Subsidiaries or the conducting of its or any of its Subsidiaries’ business in a manner that would resolve such objections or suits so long as such actions do not have, and orders of Governmental Authorities and parties are not reasonably likely to contracts with have a Company Material Adverse Effect; provided, that the Company may expressly condition any such sale, holding separate or other disposal, and the Subsidiaries as are necessary for any agreement to take any such action or to conduct its or any of its Subsidiaries’ business in any manner, upon the consummation of the Transactions Merger and other Transactions; provided, further, that any action taken by the Company pursuant to fulfill the conditions this Section 7.09(b)(ii) shall not be deemed to be a violation of any provision of Section 6.01. Notwithstanding anything to the Offer and the Merger; provided that neither Purchaser nor Parent will contrary contained herein, none of Parent, Merger Company or any of their respective Affiliates or Representatives shall be required by this Section 7.09 to take accept any actiononerous condition or mitigation measure imposed upon it that would have a material adverse effect on the expected economic benefit to Parent or the Sponsors in the Transaction, including entering into any to commit to or effect, by consent of decree, hold separate orders orders, or other arrangementsotherwise, that (A) requires the restructuring, reorganization, sale, divestiture or disposition of any assets such of its or any of its Affiliates’ or portfolio companies’ assets, properties or businesses, to conduct any of its or any of its Affiliates’ or portfolio companies’ business or accept any prohibition or limitation on the Purchaserownership or operation of, or any arrangement that would apply to, any of its or any of its Affiliates’ or portfolio companies’ assets, properties or businesses in order to resolve such objections or suits. (c) Each party hereto shall, upon reasonable request by any other party, furnish such other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3, or any other statement, filing, notice or application made by or on behalf of Parent, Merger Company, the Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or Third Party and/or any of Parent"s or its affiliates" other assets or businesses Governmental Authority in a manner consistent connection with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate facilitate to satisfaction and make effective each condition to the Transactionsconsummation of the transactions, includingincluding without limitation the Stock Purchase, without limitationcontemplated by this Agreement, including but not limited to (i) cooperating in the preparation and filing of any required filings under the HSR Act, and any amendments to any thereof and (ii) using its reasonable best efforts to make all required regulatory filings and applications and to obtain at the lowest practicable cost all Licenses and Permits, consents, waivers of rights of first refusal and similar rights, approvals, authorizations, qualifications and orders of Governmental Authorities Entities and parties to contracts with the Company Company, its Subsidiaries and the Subsidiaries Investment Entities as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required transactions contemplated by this Section 7.09 Agreement, or to take any actionpermit such Licenses and Permits, including entering into any consent decreeconsents, hold separate waivers of rights of first refusal and similar rights, approvals, authorizations, qualifications, orders or other arrangementsand contracts to continue in effect without modification after the Closing Date. Notwithstanding the foregoing, that (A) requires the divestiture Funds shall not be required to incur or assume any liability or obligation of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or nature (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues making any amendment or modification to any existing agreement, arrangement or understanding) to any Governmental Entity or other third party, (B) the Company's and the Funds' obligations under Section 4.20 shall only be as set forth therein and shall not be subject to this Section 4.7, (C) the Purchaser shall have no obligation to obtain (or assist in obtaining) the Distribution Financing except as specifically set forth in Section 4.20, (D) no party hereto shall be required to commence litigation and (E) neither the Company, the Purchaser nor any of administrative their respective Subsidiaries shall be required to incur or assume any liability or obligation of any nature (including, without limitation, making any amendment or modification to any existing agreement, arrangement or understanding) to any Governmental Entity or other third party that is not conditioned on, and judicial appeal.effective only upon the occurrence of, the Closing. 50 44

Further Action; Reasonable Best Efforts. (a) Upon Subject to the --------------------------------------- terms and subject conditions of this Agreement, each party will use to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust fullest extent permitted by law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and make effective the Transactionsother transactions contemplated by the Transaction Agreements as soon as practicable after the date hereof, includingincluding (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, without limitationnotices, using its petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the “Required Approvals”) and (ii) taking all reasonable steps as may be necessary to obtain all such Required Approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make, as promptly as practicable all necessary filings with Governmental Entities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders cause the expiration or termination of Governmental Authorities and parties to contracts with the Company applicable waiting periods under any applicable regulations and the Subsidiaries receipt of Required Approvals under such other laws or from such authorities as are necessary for soon as practicable. Notwithstanding the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by foregoing, nothing in this Section 7.09 6.4 or the other provisions of this Agreement shall require, or be deemed to require, (x) Parent or any of its subsidiaries to agree to divest or hold separate any business or assets or to effect any such divestiture or action, (y) Parent or any of its subsidiaries to agree to any restrictions or conditions on the conduct of its or its subsidiaries’ businesses or (z) Parent to take any actionother action if doing so would, including entering into individually or in the aggregate, reasonably be expected have an adverse effect on the business, properties, assets, condition (financial or otherwise), prospects or results of operations (individually or in the aggregate with its subsidiaries) of Parent after the Merger. The Company shall not take or agree to take any consent decreeaction identified in clause (x), hold separate orders (y) or other arrangements, that (Az) requires the divestiture of any assets of any of the Purchaser, immediately preceding sentence without the prior written consent Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of Parent and the parties hereto agrees Company shall, in connection with the efforts referenced in Section 6.4(a) to cooperate and obtain all Required Approvals, use its reasonable best efforts to vigorously (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) promptly inform the other party of any communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) consult with each other in advance to the extent practicable of any meeting or conference with any such Governmental Entity or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by such applicable Governmental Entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.4(a) and 6.4(b), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law (as defined below), or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Entity which would make the Merger or the other transactions contemplated hereby illegal or would otherwise prohibit or materially impair or materially delay the consummation of the Merger or the other transactions contemplated hereby, each of Parent and the Company shall to the fullest extent permitted by law, cooperate in all respects with each other and, subject to Section 6.4(a), seek to contest and resist any Action, including administrative such action or judicial Action, proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents or prohibits restricts consummation of the TransactionsMerger or the other transactions contemplated by this Agreement and to have such statute, includingrule, without limitationregulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by vigorously pursuing this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.4 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) or 8.1(d) so long as such party has up to then complied with its obligations under this Section 6.5. For purposes of this Agreement, “Regulatory Law” means the ▇▇▇▇▇▇▇ Act, as amended, the EC Merger Regulation, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all available avenues of other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial appealdoctrines and other laws that are designed or intended to prohibit, restrict or regulate (i) mergers, acquisitions or other business combinations, (ii) foreign investment or (iii) actions having the purpose or effect of monopolization or restraint of trade or lessening of competition.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement and the Transaction Documents, each of the parties hereto Parties shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts Contracts with the Company and Company Subsidiaries, in each case as set forth on Section 7.08 of the Subsidiaries as are Company Disclosure Schedule necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and Transactions. If after the Merger; provided date hereof, any consents, authorization or approvals under any Material Contracts or Company Permits that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any were not made available as of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operatedate hereof are identified by a Party, the Parties shall consider in good faith whether such Company and Permits or Material Contracts should be included on Section 7.08 of the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceCompany Disclosure Schedule. In case, at any time after the Effective TimeClosing, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party Party shall consult with one another as to such action. In accordance with the terms and subject to the conditions of this Agreement shall and the Transaction Documents, the Parties agree to use their reasonable best efforts to take take, or cause to be taken, all such actionactions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions and cause the conditions to the Closing set forth in Article VIII to be satisfied. (b) Each of the Parties shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other Parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to the extent practicable consult about, any proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party to this Agreement shall agree to participate in any meeting, or video or telephone conference, with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting or conference. Subject to the terms of the Confidentiality Agreement, 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. Subject to the terms of the Confidentiality Agreement, the Parties shall provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions. No Party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions. (c) Prior to the Closing, Parties shall use reasonable best efforts to cause Irish Holdco to qualify as “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4 and to maintain such status through the Closing and immediately after the Closing. (d) SPAC shall use reasonable best efforts (which shall include seeking specific performance of the Subscription Agreements if required) to (i) consummate at least one (1) Business Day prior to the SPAC Merger Effective Time the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements; (ii) satisfy in all material respects all conditions and covenants applicable to them in the Subscription Agreements and otherwise comply in all material respects with their obligations thereunder; (iii) in the event that all conditions in the Subscription Agreements (other than conditions whose satisfaction is controlled by the Parties or their Affiliates and other than conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate the transactions contemplated by the Subscription Agreements at least one (1) Business Day prior to the SPAC Merger Effective Time; (iv) confer with the Company regarding timing of the PIPE Closing Date (as defined in the Subscription Agreements); (v) deliver notices to the Investors at least five (5) Business Days prior to the Closing to cause them to fund their obligations at least three (3) Business Days prior to the date that the Closing is scheduled to occur pursuant to Section 3.1 of the Subscription Agreement and (vi) enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions whose satisfaction is controlled by the Parties or any of their Affiliates and other than conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable Investors to pay the amounts owed as set forth in the Subscription Agreements in accordance with their terms. Without limiting the generality of the foregoing, SPAC shall give the Company and the Sellers prompt written notice: (A) of any request from an Investor for any amendment to its Subscription Agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default) by any Investor under its Subscription Agreement, to the extent known by such Party; and (C) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any Investor under its Subscription Agreement or any related agreement. The Parties shall deliver all notices they are required to deliver under the Subscription Agreements on a timely basis in order to cause the PIPE Investors to consummate the PIPE Investment at least one (1) Business Day prior to the SPAC Merger Effective Time. (e) SPAC shall not amend, modify or waive any provisions of any Subscription Agreement without the prior written consent of the Company and the Sellers; provided, that any amendment, modification or waiver that is solely ministerial in nature or otherwise immaterial, and, in each case, that does not affect any economic or any other material term, shall not require the prior written consent, so long as SPAC has provided to the Company and the Sellers no less than two (2) Business Days after such amendment, modification or waiver has become effective written notice of such amendment, modification or waiver, it being understood, but without limiting the foregoing, that it shall be deemed material if any amendment, modification or waiver (i) reduces the Private Placement Amount or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions in any material respect to the receipt of the Private Placement. (f) Prior to the Closing Date, ADSH and the Company shall not amend, modify or terminate the Affiliate Contracts set forth in Section 4.19 of the Companies Disclosure Schedule relating to the performance of administrative and back-office functions of the Company, and ADSH shall continue to perform such services as requested by the Company in accordance with such Affiliate Contracts. ADSH will continue to provide the services contemplated by each such Affiliate Contracts for the duration of any such Affiliate Contract, unless requested by the Company to terminate any such services prior to the termination of an Affiliate Contract in accordance with its terms. The fees payable by the Company under such Affiliate Contracts will be adjusted as of the Closing Date to market standard compensation to be mutually agreed in good faith by the parties hereto agrees to such Affiliate Contracts. Furthermore, ADSH, the Company and Irish Holdco will cooperate with each other to enable the Company (or vendors retained by the Company) to perform such administrative and back-office functions for the Company prior to the termination of the applicable Affiliate Contract. (g) Each of SPAC, Irish Holdco, ADSH and the Company will use its reasonable best efforts to vigorously contest agree on suitable management service agreements with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and resist any Action, including administrative or judicial Action, and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ as officers of Irish Holdco following Closing. (h) Irish Holdco shall use its best efforts to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation solicit from the Irish Takeover Panel a rebuttal of the Transactionspresumption in Rule 3.3(b)(ii) of the Irish Takeover Rules that each of the directors of Irish Holdco is Acting in Concert with each Associated Company at least sixty (60) days prior to any such director of Irish Holdco acquiring an Interest in Securities of Irish Holdco, includingprovided that this Section 7.08(h) will not apply for any directors of Irish Holdco who have a material relationship with an Associated Company but only as regards the Associated Company with which the director has a material relationship. (i) Irish Holdco shall procure that the terms of appointment of any person appointed to the Irish Holdco Board shall include (i) an obligation for the director, without limitationfor as long as the presumption in Rule 3.3(b)(ii) of Part A of the Irish Takeover Rules applies to such director vis a vis any Associated Company and has not been rebutted to the satisfaction of the Irish Takeover Panel, by vigorously pursuing to secure the consent in writing of Irish Holdco prior to acquiring any Interest in Securities of Irish Holdco and (ii) a commitment from the director that they will fully co-operate with Irish Holdco and take all available avenues action reasonably necessary or appropriate for the purposes of administrative and judicial appealsoliciting from the Irish Takeover Panel a rebuttal of the presumption in Rule 3.3(b)(ii) of the Irish Takeover Rules as described in section 7.08(h) of this Agreement.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto GB&C Entities and the Stockholders shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, transactions contemplated herein including, without limitation, using its reasonable best efforts to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of any governmental or regulatory authority, domestic or foreign (a "Governmental Authorities Entity"), and all parties to contracts with the Company and the Subsidiaries any GB&C Entity or any Stockholder as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practicetransactions contemplated herein. In case, case at any time after the Effective Time, Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement GB&C Entity and each Stockholder shall use their reasonable best efforts to take all such action. Each such party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other (or its counsel) with copies of, (i) all filings made by such party with any Governmental Entity or any other person in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby and (ii) all other written materials submitted or prepared by any such party concerning obtaining all licenses, permits, consents, approvals, authorizations and orders that are required to be obtained in connection with the execution of this Agreement and the consummation of the transactions contemplated by this Agreement. (b) Each of the parties hereto agrees to cooperate GB&C Entity and each Stockholder shall use its reasonable best efforts to vigorously contest cause all conditions to Closing herein to be satisfied and resist shall not take any Actionaction, including administrative or judicial Actionenter into any transaction, and that would cause any of its representations or warranties contained in this Agreement to have vacated, lifted, reversed be untrue or overturned result in a breach of any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is covenant made by it in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appealthis Agreement.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are set forth in Section 4.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other parties of any communication it or any of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to the extent practicable consult about, any proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting, or video or telephone conference, with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting or conference. Subject to the terms of the Confidentiality Agreement, the parties will 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. Subject to the terms of the Confidentiality Agreement, the parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions contemplated hereby. No party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions. (c) Notwithstanding the generality of the foregoing, DCRC shall use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Actionconsummate the Private Placements in accordance with the Subscription Agreements, and the Company shall cooperate with DCRC in such efforts. DCRC shall not, without the prior written consent of the Company (such consent not to have vacatedbe unreasonably withheld, liftedconditioned or delayed), reversed permit or overturned consent to any decreeamendment, judgmentsupplement, injunction modification or other order (whether temporarytermination of any Subscription Agreement that would reasonably be expected to delay, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of the TransactionsPrivate Placement, includingor prevent or reduce the amounts payable thereunder. Without limiting the generality of the foregoing, DCRC shall give the Company, prompt (and, in any event within three Business Days) written notice: (i) of any amendment to any Subscription Agreement (together with a copy of such amendment); (ii) of any breach or default (or any event or circumstance that, with or without limitationnotice, lapse of time or both, could give rise to any breach or default) by vigorously pursuing any party to any Subscription Agreement known to DCRC; (iii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any terms or provisions of any Subscription Agreement; and (iv) if DCRC does not expect to receive all available avenues or any portion of administrative the Private Placements on the terms, in the manner or from the sources contemplated by the Subscription Agreements. DCRC shall take, or cause to be taken, all actions and judicial appealdo, or cause to be done, all things necessary, proper or advisable to enforce its rights under the Subscription Agreement in the event that all conditions in the Subscription Agreement (other than conditions whose satisfaction is controlled by the parties to this Agreement or any of their affiliates and other than conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable investors to pay the applicable portion of the Private Placement set forth in the Subscription Agreements in accordance with their terms.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the --------------------------------------- terms and subject to the conditions hereofset forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby, including (i) make promptly its respective filingsthe obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and thereafter expirations or terminations of waiting periods from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby, including, but not limited to, instruments effectuating the assignment or assumption of Contracts to or by Parent, Merger Sub or the Surviving Corporation; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Merger Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Merger under any Contract. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) promptly, but in no event later than ten (10) Business Days after the date hereof, make all filings and submissions required under the HSR Act with respect to the Merger and the other transactions contemplated hereby, and use reasonable best efforts to cause the expiration or termination of any other required submissions, applicable waiting periods under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely obtaining all such consents, permits, authorizations or approvals, (iii) supply to any Governmental Authorities as promptly as practicable any additional information or documentary material that may be requested pursuant to any Regulatory Law or by such Governmental Authority, and (iv) use reasonable best efforts to take, or cause to be taken, all appropriate action, other actions and to do, or cause to be done, all other things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the TransactionsMerger and the other transactions contemplated hereby, including taking all such further action as may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other person may assert under any Regulatory Law with respect to the Merger and the other transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date), including, without limitationlimitation (x) proposing, using its reasonable best efforts negotiating, committing to obtain all PermitsTable of Contents and effecting, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders order or other arrangementsotherwise, that (A) requires the sale, divestiture or disposition of any assets or businesses of Parent or its Subsidiaries or Affiliates or of the Company or its Subsidiaries and (y) otherwise taking or committing to take any actions that after the Closing would limit the freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) or Affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) or Affiliates’ businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing, materially delaying the Closing or delaying the Closing beyond the Outside Date; provided that neither the Company nor any of its Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Authority to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its Subsidiaries, unless such requirement, condition, understanding, agreement or order is binding on the Company only in the event that the Closing occurs. (c) Subject to applicable legal limitations and the instructions of any Governmental Authority, the Company and Parent shall keep each other apprised of the Purchaserstatus of matters relating to the completion of the Merger and the other transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, Company as the case may be, or any of their respective subsidiaries Subsidiaries or (B) limits Parent"s ability Affiliates, from any third party and/or any Governmental Authority with respect to operatesuch Merger or transactions. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Subsidiaries proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 8.06, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate in all respects with each other and shall use their its respective reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative such action or judicial Action, proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents or prohibits restricts consummation of the TransactionsMerger or any other transaction contemplated hereby. (e) For purposes of this Agreement, including“Regulatory Law” means any and all state, without limitationfederal and foreign statutes, by vigorously pursuing all available avenues of rules, regulations, orders, decrees, administrative and judicial appealdoctrines and other Laws requiring notice to, filings with, or the consent, clearance or approval of, any Governmental Authority, or that otherwise may cause any restriction, in connection with the Merger and the transactions contemplated thereby, including (i) the ▇▇▇▇▇▇▇ Act of 1890, the ▇▇▇▇▇▇▇ Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) any Law governing the direct or indirect ownership or control of any of the operations or assets of the Company and the Company Subsidiaries or (iii) any Law with the purpose of protecting the national security or the national economy of any nation.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each Each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations or otherwise to consummate and make effective the Transactionstransactions contemplated by this Agreement as promptly as practicable, including, without limitation, using its reasonable best efforts to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities Entities and parties to contracts with the Company and the Subsidiaries Acquiror as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practicetransactions contemplated herein. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable best efforts to take all such action. (b) Each From the date of this Agreement until the Effective Time, each of the parties hereto agrees shall promptly notify the other in writing of any pending or, to cooperate the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking damages in connection with the Merger or the conversion of the Company Common Stock into the Merger Consideration pursuant to the Merger or (ii) seeking to restrain or prohibit the consummation of the Merger or otherwise limit the right of Acquiror to own or operate all or any portion of the business or assets of the Company. (c) The Company shall give prompt written notice to Acquiror, and Acquiror and Merger Sub shall give prompt written notice to the Company, of the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time. Each party shall use its reasonable best efforts to vigorously contest and resist not take any Actionaction, including administrative or judicial Actionenter into any transaction, and which would cause any of its representations or warranties contained in this Agreement to have vacated, lifted, reversed be untrue or overturned result in a breach of any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is covenant made by it in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appealthis Agreement.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofherein provided, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, including using its reasonable best efforts to obtain effect all Permits, consents, approvals, authorizations, qualifications necessary registrations and orders filings. Each of Governmental Authorities the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties to contracts may reasonably request in connection with the Company foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practicetransactions contemplated hereby. In case, case at any time after the Effective Time, Closing any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Company, including any successor, shall take or cause to this Agreement be taken all such necessary action. (b) Parent and NGC shall use their respective reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, Parent and NGC shall, as soon as practicable, file Notification and Report Forms under the HSR Act (as defined below) with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation; and Parent and NGC shall use their reasonable best efforts to take or cause to be taken all such action. (b) Each of the parties hereto agrees actions necessary, proper or advisable to cooperate and use its reasonable best efforts obtain any consent, waiver, approval or authorization relating to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) Competition Law that is in effect and that restricts, prevents or prohibits required for the consummation of the Transactionstransactions contemplated by this Agreement; provided, includinghowever, without limitationthat the foregoing shall not obligate Parent or NGC to take any action which would have a material adverse effect on the International Assets. "Competition Laws" means statutes, by vigorously pursuing all available avenues of rules, regulations, orders, decrees, administrative and judicial appealdoctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and includes the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act").

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofherein provided, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, including using its reasonable best efforts to obtain effect all Permits, consents, approvals, authorizations, qualifications necessary registrations and orders filings. Each of Governmental Authorities the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties to contracts may reasonably request in connection with the Company foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practicetransactions contemplated hereby. In case, case at any time after the Effective Time, Closing any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Company, including any successor, shall take or cause to this Agreement be taken all such necessary action. (b) Parent and NGC shall use their respective reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, Parent and NGC shall, as soon as practicable, file Notification and Report Forms under the HSR Act (as defined below) with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation; and Parent and NGC shall use their reasonable best efforts to take or cause to be taken all such action. (b) Each of the parties hereto agrees actions necessary, proper or advisable to cooperate and use its reasonable best efforts obtain any consent, waiver, approval or authorization relating to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) Competition Law that is in effect and that restricts, prevents or prohibits required for the consummation of the Transactionstransactions contemplated by this Agreement; provided, includinghowever, without limitationthat the foregoing shall not -------- ------- obligate Parent or NGC to take any action which would have a material adverse effect on the International Assets. "Competition Laws" means statutes, by vigorously pursuing all available avenues of rules, regulations, orders, decrees, administrative and judicial appealdoctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and includes the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act").

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries Terra Entities as are set forth in Section 4.5 necessary for the consummation of the Transactions and to fulfill the conditions to the Offer Terra Pre-Closing Restructuring and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees shall keep each other apprised of the status of matters relating to cooperate and use its reasonable best efforts to vigorously contest and resist any Actionthe Transactions, including administrative promptly notifying the other parties of any communication it or judicial Actionany of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to have vacatedthe extent practicable consult about, liftedany proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, reversed or overturned any decree, judgment, injunction investigation or other order (whether temporaryinquiry unless it consults with the other parties in advance and, preliminary to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreement, the parties will 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. Subject to the terms of the Confidentiality Agreement, the parties will provide each other with copies of all material correspondence, filings or permanent) communications, including any documents, information and data contained therewith, 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 and the Transactions. No party shall take or cause to be taken any action before any Governmental Authority that is in effect and that restricts, prevents inconsistent with or prohibits intended to delay its action on requests for a consent or the consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto party shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the obligations in Section 5.10, each party hereto agrees to (i) make effective an appropriate filing of a Notification and Report Form pursuant to the TransactionsHSR Act, including(ii) comply with the requirements of section 114 of the Competition Act or, without limitationif agreed to by each of the parties hereto, using its reasonable best Purchaser may also, or in the alternative, submit a request for an advance ruling certificate pursuant to section 102 of the Competition Act, and (iii) make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable. With respect to the HSR Act and the Competition Act, such filings shall be made no later than ten Business Days after the date of this Agreement. Each party shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act, the Competition Act or any other Antitrust Laws and take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act, the Competition Act and any other applicable Antitrust Laws as soon as reasonably practicable. Each of Parent and Purchaser, on the one hand, and Seller, on the other hand, shall, in connection with the efforts referenced in Section 5.3(a) to obtain all Permits, consents, approvals, authorizations, qualifications requisite approvals and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary authorizations for the consummation transactions contemplated by this Agreement under the HSR Act, the Competition Act or any other Antitrust Law (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party and/or its counsel informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Transactions and to fulfill Department of Justice (the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take "DOJ") or any actionother U.S. or foreign Governmental Authority, including entering into any consent decree, hold separate orders or other arrangements, that the Canadian Competition Bureau (Athe "Bureau") requires the divestiture and of any assets of communication received or given in connection with any proceeding by a private party, in each case regarding any of the Purchasertransactions contemplated hereby; and (iii) permit the other party and/or its counsel to review any communication given by it to, Parentand consult with each other in advance of any meeting or conference with, Company the FTC, the DOJ, the Bureau or any of their respective subsidiaries or (B) limits Parent"s ability such other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to operatethe extent permitted by the FTC, the Company DOJ, the Bureau or such other applicable Governmental Authority or other person, give the other party and/or its counsel the opportunity to attend and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses participate in a manner consistent with past practicesuch meetings and conferences. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the For purposes of this Agreement, "Antitrust Law" means the proper officers ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the Competition Act and directors all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each monopolization or restraint of trade or lessening of competition through merger or acquisition. In furtherance and not in limitation of the covenants of the parties hereto agrees contained in Sections 5.3(a) and (b), if any objections are asserted with respect to cooperate the transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ, the Bureau or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law or which would otherwise prevent the consummation of the transactions contemplated hereby due to the failure to satisfy the conditions in this Agreement, each of Parent, Purchaser and Seller shall use its reasonable best efforts to vigorously resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement. Parent and Purchaser further agree, in order to resolve such objections or suits which, in any case if not resolved, would reasonably be expected to prevent the consummation of the transactions contemplated hereby due to the failure to satisfy the conditions in this Agreement, to (i) sell, hold separate or otherwise dispose of the assets to be acquired in this transaction in a manner which would resolve such objections or suits or (ii) agree to sell, hold separate or otherwise dispose of the assets to be acquired in this transaction in a manner which would resolve such objections or suits or (iii) permit the sale, holding separate or other disposition of the assets to be acquired in this transaction in a manner which would resolve such objections or suits, in each case so that the conditions set forth in this Agreement are timely satisfied. Subject to the obligations under Section 5.3(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging any transaction contemplated by this Agreement, or any other agreement contemplated hereby (i) each of Parent, Purchaser and Seller shall cooperate in all respects with each other and use its respective best efforts to contest and resist any Action, including administrative such action or judicial Action, proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents or prohibits restricts consummation of the Transactionstransactions contemplated by this Agreement, includingand (ii) Parent and Purchaser must defend, without limitationat their cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by vigorously pursuing this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.3 or Section 5.10 shall limit a party's right to terminate this Agreement pursuant to Section 10.1(b) so long as such party has up to then complied in all available avenues of administrative material respects with its obligations under this Section 5.3 or Section 5.10. The filing fees under any Antitrust Law, including the HSR Act and judicial appealthe Competition Act, shall be borne by the Purchaser. Notwithstanding the foregoing, the Seller and Purchaser shall (and shall cause their respective Affiliates to) respond at their own cost as promptly as practicable to any inquiries received from the FTC or the DOJ for additional information or documentation (including a second request) and to all inquiries and requests received from any other Governmental Authority in connection with any Antitrust Law.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) Party will use its reasonable best efforts to (and, in the case of Parent, cause each of its subsidiaries its Ultimate Parent Entity (as defined in the HSR Act and accompanying regulations) and HSR Affiliates (as defined in the HSR Act and accompanying regulations) (collectively, (the “Parent Group”) to) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Antitrust Laws and regulations to consummate cause the conditions to Closing to be satisfied. In furtherance and not in limitation of the foregoing, (i) each Party hereto agrees to make effective an appropriate filing of a Notification and Report Form pursuant to the TransactionsHSR Act (the “HSR Filing”) with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) Business Days of the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested by a Governmental Entity pursuant to the HSR Act and to take any and all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (ii) Parent shall prepare and submit, includingor shall cause to be prepared and submitted, without limitationwithin five (5) Business Days of the date hereof, using to the Commissioner of Competition a request for an advance ruling certificate to be issued pursuant to Section 102 of the Competition Act (Canada) (the “Canadian Competition Act”). (b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.4(a) to obtain all requisite approvals and authorizations or expiration of waiting periods for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its reasonable best efforts to obtain (i) cooperate in all Permitsrespects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, consentsincluding any proceeding initiated by a private party; (ii) subject to applicable Law, approvals, authorizations, qualifications and orders of Governmental Authorities and parties furnish to contracts the other Party as promptly as reasonably practicable all information required for any application or other filing to be made by the other party pursuant to any applicable Law in connection with the Company transactions contemplated by this Agreement; (iii) promptly notify the other Party of any substantive communication received by such party from, or given by such party to, the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any substantive communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and, subject to applicable Law, furnish the other party promptly with copies of all correspondence, filings and communications between them and the Subsidiaries FTC, the DOJ, or any other Governmental Entity with respect to the transactions contemplated by this Agreement; (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by the DOJ, FTC, or by any other Governmental Entity in respect of such registrations, declarations and filings or such transactions; and (v) permit the other Party to review any substantive communication given by it to, and consult with each other in advance, and consider in good faith the other Party’s reasonable comments in connection with, any communication, meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person. Parent may, with the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), withdraw the HSR Filing one or more times and shall refile on a date agreed upon between outside counsel for Parent and the Company. For purposes of this Agreement, “Antitrust Law” means the ▇▇▇▇▇▇▇ Antitrust Act of 1890, the ▇▇▇▇▇▇▇ Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. (c) No Party shall independently participate in any substantive meeting or communication with any Governmental Entity in respect of any such filings, investigation or other inquiry relating to Section 6.4(a) or Section 6.4(b) without giving the other Parties sufficient prior notice of the meeting (to the extent reasonably practicable) and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate in such substantive meeting or communication. Parent shall, and shall cause its HSR Affiliates and subsidiaries to, take any and all steps necessary for to (x) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or (y) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any decree, order or judgment issued pursuant to any Antitrust Law that would prevent, prohibit, restrict or materially delay the consummation of the Transactions Closing, so as to enable the Parties to consummate the Closing expeditiously (but in no event later than the End Date), including, but without limiting the foregoing, (i) proposing, negotiating, committing to and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required effecting, by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangementsotherwise, that (A) requires the divestiture sale, divesture, disposition, or license of any assets assets, properties, products, rights, services or businesses of Parent, Parent’s subsidiaries, Parent’s HSR Affiliates, or the Company or its subsidiaries or any interest therein and (ii) otherwise taking or committing to take actions that would limit Parent’s, Parent’s subsidiaries, Parent’s HSR Affiliates, or the Company’s or its subsidiaries’ freedom of action with respect to, or its or their ability to retain any assets, properties, products, rights, services or businesses of Parent, Parent’s subsidiaries, Parent’s HSR Affiliates, or the Company or its subsidiaries or any interest or interests therein. Notwithstanding anything to the contrary herein or otherwise, in no event shall Parent, Parent’s subsidiaries or Parent’s HSR Affiliates be required to take any steps or actions (including any sale, divestiture, disposition, or license of any assets, properties, products, rights, services or businesses of Parent, Parent’s subsidiaries, the Company or the Company’s subsidiaries or, in each case, any interest therein) that, individually or in the aggregate, would represent or result in a loss of more than $80,500,000 of the Purchaserrecurring monthly revenues of Parent, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate’s subsidiaries, the Company and the Subsidiaries Company’s subsidiaries taken as a whole; provided, that, notwithstanding the foregoing, Parent, Parent’s subsidiaries and Parent’s HSR Affiliates shall not be required under any circumstances to, directly or indirectly, sell (or agree to sell), whether by merger, consolidation, operation of law, asset sale or license, sale of equity interests or otherwise, the Whole of the P1 Business. Parent and Merger Sub shall not be required to agree to any amendment to, or waiver under this Agreement. The Company shall, and shall cause its subsidiaries to, agree to make or effect any divestitures, dispositions, or licenses of any assets, properties, products, rights, services or businesses, or implement any other remedy, requirement, obligation, condition or restriction related to the conduct of it and its subsidiaries’ businesses (in each case solely to the extent implementation and effectiveness of such actions are contingent upon the Closing) pursuant to this Section 6.4(c) to resolve any Governmental Entity’s objections to or concerns about the transactions contemplated by this Agreement if and to the extent instructed in writing by Parent. For the avoidance of doubt, the Company shall not, and shall cause its subsidiaries not to, make or effect any divestitures, dispositions, or licenses of any assets, properties, products, rights, services or businesses, or agree to implement any other remedy, requirement, obligation, condition or restriction related to the conduct of it and its subsidiaries’ businesses pursuant to this Section 6.4(c), unless so instructed in writing by Parent in order to resolve any Governmental Entity’s objections to or concerns about the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein or otherwise, nothing in this Section 6.4 shall limit a Party’s right to validly terminate this Agreement pursuant to Section 8.1(b) or Section 8.1(c). (d) Subject to the obligations under Section 6.4(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of transaction contemplated by this Agreement, or any other agreement contemplated hereby, (i) each of Parent, Merger Sub and the proper officers Company shall, and directors Parent shall cause each member of the Parent Group to, cooperate in all material respects with each party to this Agreement shall other and use their its respective reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative such action or judicial Action, proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents or prohibits restricts consummation of the Transactionstransactions contemplated by this Agreement, includingand (ii) Parent and Merger Sub must defend, without limitationat their cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by this Agreement. (e) Neither Parent nor Merger Sub nor any of their HSR Affiliates shall acquire or agree to acquire, by vigorously pursuing all merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity seeking or entering an order prohibiting the consummation of the transactions contemplated by this Agreement; or (iii) materially increase the risk of not being able to remove any such order on appeal or otherwise. (f) Notwithstanding the foregoing, commercially and/or competitively sensitive information and materials of a Party will be provided to the other Party on an outside counsel-only basis while, to the extent feasible, making a version in which the commercial and/or competitively sensitive information has been redacted available avenues of administrative and judicial appealto the other Party.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto Parties shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, including using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceMergers. In case, at any time after the Second Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement Party shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees Parties shall keep each other apprised of the status of matters relating to cooperate and use its reasonable best efforts to vigorously contest and resist any Actionthe Transactions, including administrative promptly notifying the other Parties of any communication it or judicial Actionany of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to have vacatedthe extent practicable consult about, liftedany proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, reversed or overturned any decree, judgment, injunction investigation or other order (whether temporaryinquiry unless it consults with the other Parties in advance and, preliminary to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting. Subject to the terms of the Non-disclosure Agreement, the Parties will 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. Subject to the terms of the Non-disclosure Agreement, the Parties will provide each other with copies of all material correspondence, filings or permanent) communications, including any documents, information and data contained therewith, 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 and the Transactions. No Party shall take or cause to be taken any action before any Governmental Authority that is in effect and that restricts, prevents inconsistent with or prohibits intended to delay its action on requests for a consent or the consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon From the --------------------------------------- date hereof through the Closing Date, upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, includingincluding but not limited to (i) cooperating in the preparation and filing of the Joint Proxy Statement/Prospectus and Registration Statement, without limitationand any amendments to any thereof, (ii) using its reasonable best efforts to obtain all PermitsRequired Consents and (iii) using its reasonable best efforts to make all required regulatory filings and applications and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental entities or authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions transaction contemplated by this Agreement and to fulfill the conditions to the Offer and the Mergerconsummation of this Agreement; provided that neither Purchaser nor Parent will the KM General Partner shall be primarily responsible for obtaining or transferring all required licenses, permits and authorizations, and the SF General Partner shall cooperate in such process as reasonably requested by this Section 7.09 the KM General Partner. To the extent practicable in the circumstances and subject to take any actionapplicable laws, including entering into any consent decreeeach party shall provide the other with the opportunity to review all information relating to the other party, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries its subsidiaries, which appears in any filing made with, or (B) limits Parent"s ability to operatewritten materials submitted to, any governmental entity or authority in connection with obtaining the Company and necessary regulatory approvals for the Subsidiaries or any portion thereof or any consummation of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practicethe transactions contemplated by this Agreement. In case, case at any time after the Effective Time, Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party part to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or any other applicable foreign antitrust law competition Laws with respect to the Transactions Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including, without limitation, (x) notifying the other parties promptly of any communication (whether verbal or written) it or any of its affiliates receives from any Governmental Authority in connection with such filings or submissions, (y) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (z) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain employing such resources and taking all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries steps as are necessary for to obtain the consummation Requisite Regulatory Approvals, if required to consummate the Transactions; provided, that none of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the PurchaserCompany, Parent, Company Merger Sub or any of their respective subsidiaries affiliates shall be required to hold separate, restructure, reorganize, sell, divest, dispose of, or (B) otherwise take or commit to any action that limits Parent"s its freedom of action with respect to, or its ability to operateretain, the Company and the Subsidiaries or any portion thereof or any of Parent"s its businesses, services or its affiliates" other assets or businesses assets. The parties agree to cooperate in a manner consistent with past practicegood faith to determine and direct the strategy and process by which the parties will seek the Requisite Regulatory Approvals. In caseIf, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each party hereto shall, upon request by any other party, furnish such other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3, or any other statement, filing, notice or application made by or on behalf of Parent, Merger Sub, the parties hereto agrees Company or any of their respective affiliates to cooperate any Governmental Authority in connection with the Merger and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing . (c) The Company shall cooperate with all available avenues of administrative and judicial appealGovernmental Authorities in all material respects in connection with any Actions naming the Company or its directors or executive officers.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, and without limiting any other covenant contained in this Agreement, each of the parties hereto shall (i) make promptly its respective filingsshall, and thereafter make any other required submissionsshall each cause their respective subsidiaries to, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, (i) using its commercially reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities Authorities, (ii) using its commercially reasonable efforts to obtain all material consents and approvals of third parties to contracts with Parent, the Company or their respective affiliates (including those consents and the Subsidiaries as approvals set forth in Section 4.05) that are necessary for the consummation of the Transactions and (iii) taking such other action as may reasonably be necessary to fulfill satisfy the conditions of Article VIII or otherwise comply with Agreement and to consummate the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceTransactions as soon as practicable. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable best efforts to take all such action. Notwithstanding the foregoing, in no event shall Parent, Merger Sub, the Company or its subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals described in this Section 7.10, except as expressly provided for in this Agreement. (b) Each of the parties hereto agrees shall keep each other apprised of the status of matters relating to cooperate and use its reasonable best efforts to vigorously contest and resist any Actionthe Transactions, including administrative promptly notifying the other parties of any communication it or judicial Actionany of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to have vacatedthe extent practicable consult about, liftedany proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, reversed or overturned any decree, judgment, injunction investigation or other order (whether temporaryinquiry unless it consults with the other parties in advance and, preliminary to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreement, the parties will 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. Subject to the terms of the Confidentiality Agreement, the parties will provide each other with copies of all material correspondence, filings or permanent) communications, including any documents, information and data contained therewith, 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 and the Transactions. No party shall take or cause to be taken any action before any Governmental Authority that is in effect and that restricts, prevents inconsistent with or prohibits intended to delay its action on requests for a consent or the consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto Parties shall each (i) use best efforts to make as promptly as practicable (with a target date of three business days after the date hereof) its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries Iris or Greyhound or their subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer Merger (it being understood that, based on the information provided by the Parties to each other, the Parties do not intend to make any antitrust or competition filing with any Governmental Authority other than their respective filings and submissions under the MergerHSR Act and Greyhound’s UK Antitrust Filing); provided that that, except as may be required in connection with the Greyhound UK Antitrust Filing, neither Purchaser Greyhound nor Parent Iris will be required by this Section 7.09 6.07 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires requires, before or after the Effective Time, the divestiture of any of its assets or of any of the Purchaser, Parent, Company or any assets of their respective its subsidiaries or (B) limits Parent"s limits, before or after the Effective Time, its freedom of action with respect to, or its ability to operateretain, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceor of any of the assets or businesses of its subsidiaries. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party Party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of Iris acknowledges that Greyhound intends to make a voluntary filing with respect to the parties hereto agrees to cooperate transactions contemplated by this Agreement under the Enterprise ▇▇▇ ▇▇▇▇ (the “Greyhound UK Antitrust Filing”) and shall use its reasonable best efforts to vigorously contest cooperate with Greyhound in connection with such filing. (c) By way of amplification and resist any Actionnot limitation, including administrative or judicial Action, the Parties shall each use reasonable best efforts to give all required notices to parties to contracts and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) obtain all consents from such parties that is in effect and that restricts, prevents or prohibits may be required as a result of consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) party will use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make effective an appropriate filing of a Notification and Report Form pursuant to the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company HSR Act and the Subsidiaries Antitrust Laws of such other jurisdictions for which similar filings are required with respect to the transactions contemplated by this Agreement as are necessary for promptly as practicable after the consummation date of the Transactions this Agreement and to fulfill the conditions supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Offer HSR Act or such other Antitrust Laws and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration, termination or waiver of the applicable waiting periods and to achieve the necessary clearance decisions under the HSR Act and such actionother applicable Antitrust Laws as soon as practicable. (b) Each of Parent, on the parties hereto agrees one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.6(a) to cooperate obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its reasonable best efforts to vigorously (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), the European Commission, or any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ, European Commission or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ, the European Commission or other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences in accordance with Antitrust Law. For purposes of this Agreement, “Antitrust Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, Council Regulation (EC) 139/2004, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or impeding or lessening of competition through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.6(a) and (b), if any objections are asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ, the European Commission, or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law or otherwise brought under any Antitrust Law that would otherwise prohibit or materially impair or materially delay the consummation of the transactions contemplated hereby, each of Parent, Acquisition Sub and the Company shall use its reasonable best efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prohibit or materially impair or delay the consummation of the transactions contemplated hereby, including selling, holding separate or otherwise disposing of or conducting its business in a manner which would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its Subsidiaries or the conducting of its business in a manner which would resolve such objections or suits; provided, however, that no party shall be required to take any such actions to resolve any such objections or suits which actions, individually or in the aggregate, would have a Material Adverse Effect. Without excluding other possibilities, the transactions contemplated by this Agreement shall be deemed to be materially delayed if unresolved objections or suits delay or could reasonably be expected to delay the consummation of the transactions contemplated hereby beyond September 15, 2005. (d) Subject to the obligations under Section 6.6(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging any transaction contemplated by this Agreement, or any other agreement contemplated hereby each of Parent and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any Action, including administrative such action or judicial Action, proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents or prohibits restricts consummation of the Transactionstransactions contemplated by this Agreement. (e) Notwithstanding the foregoing or any other provision of this Agreement, including, without limitation, by vigorously pursuing nothing in this Section 6.6 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) so long as such party has up to then complied in all available avenues of administrative and judicial appealmaterial respects with its obligations under this Section 6.6.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofherein provided, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, including using its reasonable best efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all Permitsnecessary authorizations, consents, consents and approvals, authorizationsand to effect all necessary registrations and filings, qualifications and orders to obtain the Financing. Each of Governmental Authorities the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties to contracts may reasonably request in connection with the Company foregoing and, subject to applicable Laws and any applicable privilege relating to the exchange of information, will provide the other parties with copies of all filings made by such party with any Governmental Entity (except for filings available publicly on the SEC’s ▇▇▇▇▇ system) or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Mergertransactions contemplated hereby; provided that neither Purchaser nor Parent will be required by this Section 7.09 party is obligated to take share any action, including entering into any consent decree, hold separate orders document submitted to a Governmental Entity that reflects the negotiations between the parties or other arrangements, that (A) requires the divestiture valuation of some or all of any assets party’s business. (b) Each of Parent, Merger Sub I, Merger Sub II and the Company shall use their respective reasonable best efforts and shall cooperate with the other parties to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any of Governmental Entity. Without limiting the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operateforegoing, the Company and Parent shall, as soon as practicable, file Notification and Report Forms under the Subsidiaries HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and file any voluntary filings or any portion thereof other notifications required to be filed under (i) the EC Merger Regulation with the European Commission and (ii) the Exon-▇▇▇▇▇▇ Amendment with CFIUS, and in each case shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC, the Antitrust Division, the European Commission or any CFIUS for additional information or documentation. Each party acknowledges that its goal is to file the Notification and Report Forms within 15 Business Days after the date of Parent"s or this Agreement and to file the notifications to be filed under the Exon-▇▇▇▇▇▇ Amendment within 20 Business Days after the date of this Agreement, and that if it does not file such forms within such period, its affiliates" senior executives shall discuss the reasons for the failure to meet such goal with the senior executives from the other assets or businesses in a manner consistent with past practice. party. (c) In case, case at any time after the Merger I Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Surviving Corporation shall take or cause to this Agreement shall use their reasonable best efforts to take be taken all such necessary action. (bd) Each of the parties hereto agrees to cooperate and shall use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Actionprevent the entry of, and to have cause to be discharged or vacated, liftedany order or injunction of a Governmental Entity precluding, reversed restraining, enjoining or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits prohibiting consummation of the TransactionsMergers. (e) Notwithstanding the foregoing provisions of this Section 5.5, includingnone of Parent, without limitationMerger Sub I or Merger Sub II shall be required to accept, by vigorously pursuing as a condition to obtaining any required approval or resolving any objection of any Governmental Entity, any requirement to divest or hold separate or in trust (or the imposition of any other condition or restriction with respect to) any assets or operations of Parent, Merger Sub I or Merger Sub II or any of their respective affiliates or any of the respective businesses of the Company or any of its Subsidiaries, including the Company Assets or the Company IP Rights, in each case, which constitutes a Burdensome Condition. “Burdensome Condition” means any requirement, condition or restriction that, individually or in the aggregate with all available avenues other requirements, conditions and restrictions, is reasonably likely to (i) be materially burdensome to Parent, (ii) be materially burdensome to the Company, (iii) materially diminish the value of administrative and judicial appealParent’s business or (iv) materially diminish the value of the Company’s business.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, including using its reasonable best efforts to make all filings with, respond to questions from, obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts Contracts with the Company and the Company Subsidiaries as are set forth in Section 4.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceMergers. In case, If at any time after the Effective Time, any Time further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each During the Interim Period, each of the parties hereto agrees shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other parties of any communication it or any of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to the extent practicable consult about, any proposed communication by such party to any Governmental Authority in connection with the Transactions. During the Interim Period, no party to this Agreement shall agree to participate in any meeting, video or telephone conference, or other communications with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting, conference or other communications. Subject to the terms of the Non-Disclosure Agreement, during the Interim Period, the parties will 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. Subject to the terms of the Non-Disclosure Agreement, the parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions contemplated hereby during the Interim Period. No party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions. (c) During the Interim Period, the Company shall use reasonable best efforts to cause the consummation, effective prior to the Closing, of (a) the Company Preferred Conversion and (b) the conversion of all Company Convertible Notes (other than those issued pursuant to the Company Subscription Agreement or pursuant to any of the Permitted Financings) outstanding as of immediately prior to the Closing. (d) During the Interim Period, Parent shall use its reasonable best efforts to vigorously contest and resist any Action, including administrative consummate the Private Placements at or judicial Actionprior to the Closing in accordance with the Subscription Agreements, and the Company shall cooperate with Parent in such efforts. Parent shall not, without the prior written consent of the Company (such consent not to have vacatedbe unreasonably withheld, lifteddelayed or conditioned), reversed permit or overturned consent to any decreeamendment, judgmentsupplement, injunction waiver or modification to any Subscription Agreement that would reasonably be expected to cause the Private Placements to fail to be consummated at or prior to the Closing. Parent shall, upon the Company’s reasonable request, use its reasonable best efforts, subject to the terms and conditions of the applicable Subscription Agreement, to specifically enforce the obligations of the applicable Private Placement Investor to fund the subscription amounts set forth in such Subscription Agreement executed by such Private Placement Investor or to which the Company is an express third party beneficiary. Parent shall not, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned), increase, decrease or otherwise modify the Private Placement (including by entry into any additional subscription agreements with respect to any Private Placement) or the subscription amount under any Subscription Agreement or reduce or impair the rights of Parent under any Subscription Agreement, permit or consent to any material amendment, supplement or modification to any Subscription Agreement (including (i) the price, terms, timing and conditions of the funding of the Private Placement, (ii) the identity of any Private Placement Investor (other order than assignments to permitted assignees), the representations of the Private Placement Investors and/or of Parent, (whether temporary, preliminary or permanentiii) the covenants of the Private Placement Investors that is in effect and that restricts, prevents or prohibits apply prior to the consummation of the TransactionsPrivate Placement or the termination of the Subscription Agreements, including(iv) the registration rights of the Private Placement Investor, (v) the indemnification obligations of Parent hereunder or pursuant to any Ancillary Agreement, (vi) the termination provisions of the Subscription Agreements, (vii) any covenants, obligations or liabilities set forth in the Subscription Agreements that survive the consummation of the Private Placement and (viii) any amendments, side letters or other Contracts related to the foregoing matters), any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any material provision or remedy under, or any replacements of, any of the Subscription Agreements, or any replacements of, any of the Subscription Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without limitationany further amendment, modification or waiver to such assignment or transfer provision); provided that, in the case of any such assignment or transfer, the initial party to such Subscription Agreement remains bound by vigorously pursuing its obligations with respect thereto in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of shares of Parent Common Stock contemplated thereby. (e) Without limiting the generality of the foregoing, Parent shall give the Company reasonably prompt written notice and no later than three (3) Business Days: (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any Subscription Agreement known to Parent, (B) of the receipt of any written notice or other written communication by Parent from any party to any Subscription Agreement (other than written notices or other written communication from such other party) with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement of any provisions of any Subscription Agreement, and (C) of any amendment to any Subscription Agreement entered into by Parent that Parent was permitted to make without the prior written consent of the Company in accordance with Section 7.10(d). If any portion of the Private Placement pursuant to the Subscription Agreements will not be funded in accordance with the terms of the applicable Subscription Agreement, Parent shall promptly confer with the Company regarding timing of the expected Closing and deliver all available avenues notices it is required to deliver under the Subscription Agreements on a timely basis in order to cause the Private Placement Investors to fund their respective obligations as far in advance of administrative the Closing as permitted by the Subscription Agreements and judicial appealconsummate the transactions contemplated by the Subscription Agreements at or prior to the Closing. (f) During the Interim Period, Parent shall use commercially reasonable efforts to cause holders of Parent Common Stock not to exercise or otherwise waive their Redemption Rights, including by entry into binding non-redemption agreements. Parent shall not enter into any Contracts between Parent or any of its affiliates and any holder of Parent Common Stock or any of such holder’s affiliates relating to any such waiver of Redemption Rights without the prior written consent of the Company; provided that the Sponsor shall be expressly permitted to transfer, assign or convey shares of Parent Common Stock beneficially owned by the Sponsor in connection with such Contracts to secure waivers of the Redemption Rights.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions thereto. Without limiting the generality of the foregoing, each of the parties hereto shall use its reasonable best efforts to satisfy the listing requirements of the Designated Exchange, including by (or agreeing or consenting to) effecting a reverse stock split, distributing Equity Interests of the Surviving Corporation or any other entity, whether before or after the Closing, releasing or waiving lock-up restrictions on the sale or transfer of capital stock of the Surviving Corporation or increasing the number of stockholders to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 extent necessary to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practicesatisfy such listing requirements. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other parties of any communication it or any of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to the extent practicable consult about, any proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting, or video or telephone conference, with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting or conference. Subject to the terms of the Confidentiality Agreement, the parties will 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. Subject to the terms of the Confidentiality Agreement, the parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions. No party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions. (c) Notwithstanding the generality of the foregoing, prior to the Closing, Pace shall use its reasonable best efforts to vigorously contest consummate (i) the Private Placement in accordance with the Subscription Agreements and resist any Action(ii) the transactions contemplated by the Forward Purchase Agreements in accordance with the terms thereof (including enforcing its rights under the Subscription Agreements to cause the PIPE Investors and under the Forward Purchase Agreements to cause the Forward Purchase Investors to pay to (or as directed by) Pace the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement and each Forward Purchase Investor’s applicable Forward Purchase Agreement, including administrative or judicial Actionin each case in accordance with their terms), and in each case the Company shall reasonably cooperate with Pace in such efforts. Pace shall not, without the prior written consent of the Company, permit or consent to have vacatedany amendment, liftedsupplement or modification to the Letter Agreement, reversed or overturned any decreeSubscription Agreement or Forward Purchase Agreement if such amendment, judgmentsupplement or modification of such Subscription Agreement or Forward Purchase Agreement, injunction or other order as applicable, (A) changes (whether temporaryby reducing or increasing) the aggregate amount of proceeds contemplated by the Private Placements or Forward Purchase Agreements, preliminary or permanent(B) that is in effect and that restricts, prevents or prohibits consummation amends the conditions precedent to the obligations of the Transactions, includinginvestors party thereto to consummate the Private Placements or Forward Purchase Agreements. Pace shall not, without limitationthe prior written consent of the Company, permit or consent to the transfer or assignment by vigorously pursuing all available avenues any PIPE Investor or Forward Purchase Investor, as applicable, of administrative and judicial appealany of such investor’s obligations under the Subscription Agreement or Forward Purchase Agreement to which such investor is party. Prior to the Closing, Pace shall not, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), permit or consent to any amendment, supplement or modification to the Trust Agreement.

Further Action; Reasonable Best Efforts. (a) Upon Except as otherwise required by Section 6.10, on the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect agrees to the Transactions and (ii) use its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective the Transactions, includingand (ii) obtain from Governmental Authorities and third parties any consents, without limitationlicenses, using its reasonable best efforts to obtain all Permitspermits, consentswaivers, approvals, authorizations, qualifications and authorizations or orders of Governmental Authorities and parties required to contracts with be obtained by Parent or the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement. (b) Subject to appropriate confidentiality protections set forth in the Confidentiality Agreement, each of Parent and the Company shall have the right to review and approve in advance drafts of all applications, notices, petitions, filings and other documents made or prepared in connection with the items described in clause (a) above, which approval shall not be unreasonably withheld or delayed, shall cooperate with each other in connection with the making of all such filings, shall furnish to the other party such necessary information and assistance as such other party may reasonably request with respect to the foregoing and shall provide the other party with copies of all filings made by such party with any applicable Government Authority, and, upon request, any other information supplied by such party to a Governmental Authority in connection with this Agreement and the Transactions. (c) Merger Sub, the Company, and Parent shall use their respective reasonable best efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the Transactions, (ii) disclosed in the Company Disclosure Schedule or (Biii) limits Parent"s ability required to operateprevent a Company Material Adverse Effect from occurring prior to the Effective Time. In the event that the Company shall fail to obtain any third party consent described above, the Company shall use its reasonable best efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Subsidiaries Company and Parent and their respective businesses resulting, or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In casewhich could reasonably be expected to result, at any time after the Effective Time, any further action is necessary or desirable from the failure to carry out obtain such consent. In addition, at the purposes request of this AgreementParent, the proper officers and directors of each party to this Agreement Company shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist assist Parent in obtaining (A) any Action, including administrative or judicial Actionestoppel certificates from any ground lessor under the ground leases underlying the Leased Properties, and (B) customary “comfort” letters from any franchisors or licensors under any franchise or license agreements to have vacatedwhich the Company or any Subsidiary is a party. (d) Notwithstanding anything to the contrary in this Agreement, liftedin connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to the Merger or any other Transaction, reversed (i) without the prior written consent of Parent which shall not be unreasonably withheld, none of the Company or overturned any decree, judgment, injunction of its Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other order consideration, make any commitment or incur any liability or other obligation due to such Person and (whether temporary, preliminary or permanentii) that is in effect and that restricts, prevents or prohibits consummation none of the TransactionsCompany, includingParent, without limitationMerger Sub or their respective Affiliates shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, by vigorously pursuing all available avenues make any commitment or to incur any liability or other obligation. (e) Each of administrative the Company and judicial appealits Subsidiaries will, and will cause each of its Representatives to, use its commercially reasonable efforts, subject to applicable Laws, to cooperate with and assist Parent and Merger Sub in connection with planning the integration of the Company and its Subsidiaries and their respective employees with the business operations of Parent and its Subsidiaries.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its all reasonable best efforts to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist If any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction "fair price," "control share acquisition" or other order (whether temporary, preliminary similar anti-takeover statute or permanent) that regulation or any applicable anti-takeover provision in the Company's Certificate of Incorporation or By-Laws is in effect and that restricts, prevents or prohibits consummation of may become applicable to the Company or the Transactions, includingeach of Parent and the Company and its Board shall grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Transactions. (c) The Company hereby consents to the making by Parent or an Affiliate of Parent of tender offers (the "Debt Tenders") for the Company's outstanding 9-1/8% Senior Notes due 2001 and its 9-5/8% Senior Subordinated Notes due 2003 (the "Notes"). The Company agrees to reasonably assist Parent or such Affiliate in the timely completion of the Debt Tenders and, without limitationlimiting the generality of the foregoing, by vigorously pursuing to promptly provide Parent or such Affiliate with all available avenues information and documentation concerning the Company and the Notes as Parent or such Affiliate may reasonably request in connection with the making of administrative and judicial appealthe Debt Tenders.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement and the limitations in Section 7.13 and Section 7.20, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, including using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts Contracts with the Company and the Company Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such lawful action. (b) Each Subject to the limitations in Section 7.13 and Section 7.20, each of the parties hereto agrees shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other parties of any communication it or any of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to the fullest extent practicable consult about, any proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreement, the parties hereto will 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. Subject to the terms of the Confidentiality Agreement, the parties hereto will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, 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 and the Transactions. No party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions. (c) Parent will use its reasonable best efforts to vigorously contest and resist any Actioncooperate with the Company in its efforts to consummate the Legend Transaction, including administrative or judicial Action, (i) responding promptly and furnishing information concerning itself and its affiliates as reasonably requested by the Company and (ii) reasonably assisting the Company in its efforts to have vacated, lifted, reversed or overturned satisfy the conditions set forth in any decree, judgment, injunction or other order Legend Transaction Document. (whether temporary, preliminary or permanentd) that is in effect and that restricts, prevents or prohibits consummation In connection with the execution of the TransactionsLegend Acquisition Agreement, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appealthe Company shall ensure that Parent is named as a “Purchaser Indemnified Party” in the Legend Acquisition Agreement.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto Parties shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, including using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the their respective Company Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceTransactions. In case, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such lawful action. (b) Each of the parties hereto agrees Parties shall keep each other apprised of the status of matters relating to cooperate and use its reasonable best efforts to vigorously contest and resist any Actionthe Transactions, including administrative promptly notifying the other parties of any communication it or judicial Actionany of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties, subject to applicable Law, to review in advance, and to have vacatedthe fullest extent practicable consult about, liftedany proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, reversed or overturned any decree, judgment, injunction investigation or other order inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreement, the Parties will (whether temporaryx) 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, preliminary and (y) provide each other with copies of all material correspondence, filings or permanentcommunications, including any documents, information and data contained therewith, 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 and the Transactions; provided, however, in each case, that materials and other information may be provided on an outside counsel-only basis, and/or may be redacted (A) to remove references concerning competitively sensitive information and the valuation of the Company and the transactions contemplated thereby and (B) as necessary to comply with contractual arrangements. No Party shall take or cause to be taken any action before any Governmental Authority that is in effect and that restricts, prevents inconsistent with or prohibits intended to delay its action on requests for a consent or the consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of Parent, Purchaser and the parties hereto shall Company agrees to use its respective reasonable best efforts to (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and Transactions, (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the Transactions, Transactions as promptly as practicable including, without limitationbut not limited to, using its their respective reasonable best efforts to obtain all Permitsany requisite approvals, consents, approvals, authorizations, qualifications and orders of orders, exemptions or waivers by any third Person or Governmental Authorities and parties to contracts Entity in connection with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to Merger and (iii) not take any action, including entering into any consent decree, hold separate orders action that would be reasonably likely to materially delay or other arrangements, that (A) requires the divestiture of any assets of any prevent consummation of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceTransactions. In case, If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement hereto shall use their respective reasonable best efforts to take all such action. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use its reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including requesting early termination of the HSR Act waiting period. In addition, each party hereto agrees that it shall not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the Transactions contemplated by this Agreement, except with the prior written consent of the other party. (b) Each of the Company and Parent shall, without limitation, except communications solely for the purpose of scheduling or other logistical matters: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any communications from or with any Governmental Entity with respect to the Transactions; (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or any oral communication with any such Governmental Entity; (iii) not participate in any meeting or have any communication with any such Governmental Entity unless it has given the other an opportunity to consult with it in advance and, to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate therein; and (iv) furnish the other party with copies of all filings and communications between it (or its Representatives) and any such Governmental Entity with respect to the transactions contemplated by this Agreement; provided, however, that, notwithstanding the foregoing, the rights of the Company and Parent under this Section 6.6(b) may be exercised on their behalf by their respective outside counsel. Notwithstanding anything to the contrary contained in this Agreement, Parent and Purchaser shall not be obligated to disclose to the Company confidential information of Parent or Parent's ultimate parent entity or Parent's merger notification filings, including the Notification and Report Form submitted pursuant to the HSR Act or communications with respect to confidential information contained therein. (c) Each of the parties hereto agrees to cooperate and use its all reasonable best efforts to vigorously contest and resist any Actionaction, including administrative or judicial Actionaction, and to have vacated, lifted, reversed or overturned any decree, judgmentJudgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, including by vigorously pursuing all available avenues of administrative and judicial appeal. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.6, if any objections are asserted with respect to the Transactions under any Law or if any suit is instituted (or threatened to be instituted) by the U.S. Federal Trade Commission ("FTC"), the U.S. Department of Justice ("DOJ") or any other applicable Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, each of Parent and Purchaser, on the one hand, and the Company, on the other hand, shall take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Transactions contemplated hereby, including taking all such further action as may be necessary to resolve such objections, if any, as the FTC, the DOJ, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction may assert under any Law with respect to the Offer or the Merger, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the Offer or the Merger so as to enable the Closing to occur as soon as reasonably practicable (and in any event no later than the Outside Date). Notwithstanding anything herein to the contrary, Parent shall take any and all action necessary, including but not limited to (w) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of Parent or its Subsidiaries or affiliates or of the Company or the Company Subsidiaries, (x) terminating existing relationships, contractual rights or obligations of Parent or its Subsidiaries or affiliates or of the Company or the Company Subsidiaries, (y) creating any relationship, contractual rights or obligations of Parent or its Subsidiaries or affiliates or of the Company or the Company Subsidiaries, or (z) effectuating any other change or restructuring of Parent or its Subsidiaries or affiliates or of the Company or the Company Subsidiaries or otherwise taking or committing to take any actions that after the Closing Date would limit the freedom of Parent or its Subsidiaries' or affiliates' (including the Surviving Corporation's) freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries' or affiliates' (including the Surviving Corporation's) businesses, product lines or assets (and in each case, a "Divestiture Action"), to ensure that no Governmental Entity enters any order, or establishes any Law, rule, regulation or other action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the Merger or to ensure that no Governmental Entity with the authority to clear, authorize or otherwise approve the consummation of the Merger fails to do so by the Outside Date; provided, however, that (i) following the date hereof, Parent shall have the sole and exclusive right to propose, negotiate, offer to commit and effect, any Divestiture Action and shall provide the Company with prompt notice of any such proposals, negotiations or offers and the material terms thereof; (ii) to the extent permitted by applicable Law, Parent shall promptly apprise the Company of communications regarding any Divestiture Action, except communications solely related to scheduling or logistical matters; (iii) Parent's obligation to undertake a Divestiture Action shall not apply to any asset or business of Parent or its Subsidiaries or affiliates other than the legal-publication assets and businesses of the foregoing; and (iv) Parent, Purchaser, the Company, or any of their respective Subsidiaries or affiliates shall not become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change their respective assets or businesses, unless such requirement, condition, understanding, agreement or order is binding only in the event that the Closing occurs. If any Divestiture Action requires action by or with respect to the Company or the Company Subsidiaries or its businesses or assets, and such action would constitute a breach of Section 5.1, Parent hereby agrees to consent to the taking of such action by the Company or the Company Subsidiaries and any such action may, at the discretion of the Company, be conditioned upon consummation of the Transactions.

Further Action; Reasonable Best Efforts. (a) Upon the terms --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the German Competition Act Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser Parent nor Parent Merger Sub will be required by this Section 7.09 7.8 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires prohibit or limit the divestiture of any assets of any of ownership or operation by the PurchaserCompany, Parent, Company Merger Sub or any of their respective subsidiaries Subsidiaries of any business or assets of the Company, Parent, Merger Sub or any of their Subsidiaries or compel the Company, Parent, Merger Sub or any of their Subsidiaries, as a result of the Transactions, to dispose of or to hold separate any business or assets of the Company, Parent, Merger Sub or any of their Subsidiaries or (B) limits Parent"s ability divest any Shares which, in the case of each of clauses (A) and (B) of this Section 7.8(a), has an economic detriment to operate, Parent or the Company that is material in relation to the Company and the its Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in taken as a manner consistent with past practicewhole. In caseIf, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement as soon as practicable after the date hereof, includingincluding but not limited to (i) cooperation in the preparation and filing of the Form S-4, without limitationthe Proxy Statement, and required filings under the HSR Act and any amendments to any thereof and (ii) using its reasonable best efforts to make all required regulatory filings and applications and to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and parties to contracts with the Company and the Subsidiaries its subsidiaries as are necessary for the consummation of the Transactions transactions contemplated by this Agreement and to fulfill the conditions to the Offer Merger. In furtherance and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any not in limitation of the Purchaserforegoing, Parenteach party hereto agrees to make, Company or to the extent it has not already done so, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days of their respective subsidiaries or (B) limits Parent"s ability the date hereof and to operate, supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceHSR Act. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) Each . In the event that a suit or objection is instituted by any person or governmental authority challenging this Agreement and the transactions contemplated hereby as violative of applicable competition and antitrust laws, each of Parent and the parties hereto agrees to cooperate and Company shall use its their reasonable best efforts to vigorously contest and resist or resolve such suit or objection. Notwithstanding the foregoing, in connection with any Actionsuch objection or suit instituted by such person or governmental authority (including, including administrative but not limited to, the Federal Trade Commission or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation the Antitrust Division of the TransactionsDepartment of Justice), includingneither Parent nor Sub shall be required to provide any undertakings or agree to any condition that could reasonably be expected to (a) result in a substantial detriment to Parent's or the Company's business, without limitationfinancial condition, by vigorously pursuing all available avenues results of administrative and judicial appealoperations or prospects or (b) materially diminish the strategic or financial benefits of the transactions contemplated hereby.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, including using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries as are set forth in Section 4.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceMergers. In case, at any time after the Final Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. Notwithstanding the foregoing, nothing herein (including Section 7.13) shall require the Company to incur any liability or expense (other than de minimis costs and expenses) or subject itself or its business to any imposition of any limitation on the ability to conduct its business or to own or exercise control of its assets or properties. (b) Each of the parties hereto agrees shall, to cooperate and use its reasonable best efforts the extent permitted by applicable Law, keep each other reasonably apprised of the status of matters relating to vigorously contest and resist any Actionthe Transactions, including administrative promptly notifying the other parties hereto of any material substantive communication it or judicial Actionany of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties hereto to review in advance, and to have vacatedthe extent practicable consult about, liftedany proposed substantive communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any substantive meeting, reversed video or overturned any decreetelephone conference, judgment, injunction or other order substantive communications with any Governmental Authority in respect of any filings, investigation or other inquiry unless it has given the other parties a reasonable opportunity to consult with it in advance and, to the extent permitted by such Governmental Authority, gives the other parties hereto or their outside counsel the opportunity to attend and participate at such meeting, conference or other communications. Subject to the terms of the Non-Disclosure Agreement and to the extent permitted by applicable Law, the parties hereto will coordinate and reasonably cooperate with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing. Subject to the terms of the Non-Disclosure Agreement and to the extent permitted by applicable Law, the parties hereto will provide each other with copies of all material substantive correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions. Notwithstanding the foregoing, materials required to be provided pursuant to this Section 7.09(b) may be restricted to outside legal counsel and may be redacted (whether temporaryi) as necessary to comply with contractual arrangements, preliminary and (ii) to remove references to privileged information. No party shall take or permanent) cause to be taken any action before any Governmental Authority that is in effect and that restricts, prevents inconsistent with or prohibits intended to delay its action on requests for a consent or the consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto party shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or applicable agreement to consummate the transactions contemplated by this Agreement. In furtherance and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation not in limitation of the Transactions foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and to fulfill the conditions make other required filings pursuant to other Antitrust Laws with respect to the Offer and the Merger; provided that neither Purchaser nor Parent will be required transactions contemplated by this Section 7.09 Agreement as promptly as practicable after the date of this Agreement and to take supply as promptly as practicable any action, including entering into any consent decree, hold separate orders or other arrangements, additional information and documentary material that (A) requires may be requested pursuant to the divestiture of any assets of any of the Purchaser, Parent, Company HSR Act or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company other Antitrust Laws and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such actionother actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as soon as practicable. (b) Each of Parent and Merger Sub, on the parties hereto agrees one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.7(a) to cooperate obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its reasonable best efforts to vigorously (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and thereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences in accordance with Antitrust Law. For purposes of this Agreement, “Antitrust Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.7(a) and (b), if any objections are asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby and thereby as violative of any Antitrust Law or which would otherwise prohibit or materially impair or materially delay the consummation of the transactions contemplated hereby and thereby, each of Parent and the Company shall use its reasonable best efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prohibit or materially impair or delay the consummation of the transactions contemplated hereby and thereby; provided, however, that Parent shall not be obligated to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or agree to sell, hold separate or otherwise dispose of or conduct its business. Without excluding other possibilities, the transactions contemplated by this Agreement shall be deemed to be materially delayed if unresolved objections or suits delay or could reasonably be expected to delay the consummation of the transactions contemplated hereby and thereby beyond the Termination Date. (d) Subject to the obligations under Section 6.7(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority challenging any transaction contemplated by this Agreement or any other agreement contemplated hereby, (i) each of Parent and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any Action, including administrative such action or judicial Action, proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents or prohibits restricts consummation of the Transactionstransactions contemplated by this Agreement, includingand (ii) each of Parent and the Company shall use its respective reasonable best efforts to defend, without limitationat its own cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by vigorously pursuing this Agreement. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.7 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) or Section 8.1(c) so long as such party has up to then complied in all available avenues of administrative and judicial appealmaterial respects with its obligations under this Section 6.7.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, during the Interim Period, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries as are set forth in Section 4.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each During the Interim Period, each of the parties hereto agrees shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other parties of any communication it or any of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to the extent practicable consult about, any proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting, or video or telephone conference, with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting or conference. Subject to the terms of the Confidentiality Agreement, the parties will 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. Subject to the terms of the Confidentiality Agreement, the parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions contemplated hereby. No party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions. (c) Notwithstanding the generality of the foregoing, Novus shall use its reasonable best efforts to vigorously contest and resist any Actionconsummate the Private Placement in accordance with the Subscription Agreements, including administrative or judicial Actionin an aggregate amount not to exceed the Maximum PIPE Allocation, and to have vacatedthe Company shall cooperate with Novus in such efforts. Novus shall not, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation without the prior written consent of the TransactionsCompany (such consent not to be unreasonably withheld, includingdelayed or conditioned), without limitationpermit or consent to any amendment, by vigorously pursuing all available avenues of administrative and judicial appealsupplement or modification to any Subscription Agreement that would reasonably be expected to cause the condition set forth in Section 8.01(g) to fail.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all reasonably appropriate action, and to do, do or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement as soon as practicable, includingincluding but not limited to (i) cooperation in the preparation and filing of the Proxy Statement, without limitationany required filings under the HSR Act, filings with the New York Superintendent or other state or foreign insurance commissions or regulations and any amendments to any thereof, (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and parties to contracts with the Company and the Subsidiaries its subsidiaries as are necessary for the consummation of the Transactions transactions contemplated by this Agreement and to fulfill the conditions to the Offer and Merger, (iii) taking all actions which may be reasonably necessary to prevent any Governmental Entity from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Merger; provided , including, without limitation, agreeing to effect such divestitures of assets or businesses of the Company or Parent, or agreeing to such limitations on the Company's or Parent's future operations, as may be necessary to forestall such order, decree, ruling or action, (iv) the Company and Parent each agreeing to take all actions which may be reasonably necessary to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order'') that neither Purchaser nor Parent will be would delay, restrain, enjoin or otherwise prohibit consummation of the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) reasonably necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof and (v) cooperation in connection with obtaining the opinions of special counsel described in Sections 6.2(c) and 6.3(c) including, without limitation, providing to special counsel, and, if required by this Section 7.09 counsel as necessary for purposes of such opinions, using reasonable efforts to cause each person who beneficially owns five percent or more of the outstanding shares of the Company Common Stock to provide to special counsel, such representation letters as are reasonably required by special counsel to enable them to render such opinions. Notwithstanding the foregoing, neither party shall be obligated to take any actionaction pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, including entering into any consent decreeauthorization, hold separate orders order, approval or other arrangementsexemption is likely, that in such party's reasonable opinion, (Ax) requires to have a Material Adverse Effect on such party and its subsidiaries, taken as a whole, or to impact in a materially adverse manner the divestiture economic or business benefits of the transactions contemplated by this Agreement so as to render inadvisable the consummation of the Merger or (y) to impose on Parent or its subsidiaries or on the Company or its subsidiaries a requirement to dispose of any assets which individually or in the aggregate would be deemed to constitute a significant amount of any of assets, as the Purchasercase may be, Parentto Parent and its subsidiaries, Company taken as a whole, or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or its subsidiaries, taken as a whole, under Instruction 4 of Item 2 of Form 8-K (any portion thereof or any of Parent"s or its affiliates" other assets or businesses condition referred to in subsections (x) and (y) above, a manner consistent with past practice"Material Condition''). In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) Each The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their subsidiaries, from any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement. The parties hereto agrees to will consult and cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Actionwith one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to have vacated, lifted, reversed the HSR Act or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appealantitrust law.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofherein provided, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the Transactionstransactions contemplated by this Agreement, includingincluding using reasonable best efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, without limitationto obtain all necessary authorizations, using consents and approvals, to effect all necessary registrations and filings, and to assist Parent and Merger Sub in obtaining the Financing. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (b) Without limiting the foregoing, the Company and Parent shall, as soon as practicable, file Notification and Report Forms under the HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation. Each of the Company and Parent shall use reasonable best efforts to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. (c) Each party shall (i) take all actions necessary to ensure that no state takeover Law or similar Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover Law or similar Law becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Law on this Agreement, the Merger and the other transactions contemplated by this Agreement; provided, however, that notwithstanding the foregoing, Parent shall not be required to take any action to exempt any shareholder of the Company from any such Law. (d) Each of the parties hereto shall use its reasonable best efforts to obtain all Permitsprevent the entry of, consentsand to cause to be discharged, approvalsvacated or terminated, authorizationsany order, qualifications and orders decree, ruling or injunction precluding, restraining, enjoining, delaying or prohibiting consummation of the Merger. Furthermore, if any Governmental Authorities and parties to contracts with Entity shall have issued any order, decree, ruling or injunction, or taken any other action, that would have the Company and the Subsidiaries as are necessary for effect of restraining, enjoining or otherwise prohibiting, delaying or preventing the consummation of the Transactions and transactions contemplated hereby, each of the parties hereto shall use its reasonable best efforts to fulfill have such order, decree, ruling or injunction or other action declared ineffective as soon as practicable. (e) Without limiting the conditions foregoing, the parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Entity relating to the Offer Merger, (ii) give the other (or the other’s outside counsel) an opportunity to participate in each of such meetings, (iii) provide the other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) to or with a Governmental Entity relating to the Merger, and (iv) promptly provide each other with copies of all written communications to or from any Governmental Entity relating to the Merger. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 5.5(e) as “outside counsel only.” Such materials and the Merger; provided that neither Purchaser nor Parent will information contained therein shall be required by this Section 7.09 given only to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any outside counsel of the Purchaserrecipient and will not be disclosed by such outside counsel to employees, Parentofficers, Company or any directors of their respective subsidiaries or the recipient without the advance written consent of the party providing such materials. (Bf) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Surviving Corporation shall take or cause to be taken all such necessary action. (g) Notwithstanding anything in this Agreement shall to the contrary, the parties hereto will, as promptly as reasonably practicable, use their reasonable best efforts to take make all such actionnecessary filings and notifications and other submissions and applications with respect to this Agreement and the transactions contemplated hereby to the Committee on Foreign Investment in the United States (“CFIUS”) under the Exon-▇▇▇▇▇▇ Act. The parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the Exon-▇▇▇▇▇▇ Act. Such reasonable best efforts with respect to Parent shall not require Parent to agree, in a mitigation agreement for CFIUS approval or any other agreement with a U.S. Governmental Entity related to CFIUS approval, to terms and conditions which would, individually or in aggregate, reasonably be expected to (x) have a Material Adverse Effect on the Company or Parent or a material adverse effect on any of the following with regard to Parent’s business in the United States as conducted on the date hereof: its operations, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities or results of operations, (y) materially impair Parent’s control over the Company or Parent’s business in the United States as conducted on the date hereof, or (z) materially impair Parent’s ability to compete in the United States through the products and services offered or planned to be offered by the Company or Parent in the United States. (bh) Each Notwithstanding the foregoing provisions of this Section 5.5, neither Parent nor Merger Sub shall be required to accept, as a condition to obtaining any required approval or resolving any objection of any Governmental Entity, any requirement to divest or hold separate or in trust (or the imposition of any other conditions or restriction with respect to) any assets or operations of Parent, Merger Sub or any of their respective affiliates or of the parties hereto agrees Company or any of its Subsidiaries if such action would reasonably be expected to cooperate and use its reasonable best efforts result, after giving effect to vigorously contest and resist the receipt of any Actionreasonably expected proceeds of any divestiture or sale of assets, including administrative in a Material Adverse Effect on the Company or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appealParent.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, take or cause to be taken, taken all appropriate actionactions, and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable laws and regulations Laws to consummate the Transactions as soon as reasonably practicable, including, but not limited to, (i) preparing and make effective filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits or authorizations necessary or advisable to be obtained from any Governmental Authority in order to consummate the Transactions (for the avoidance of doubt, including, but not limited to, any of the Requisite Regulatory Approvals), and (ii) taking any and all steps necessary to avoid or eliminate each and every impediment under any applicable Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including, without limitation, using its reasonable best efforts committing to obtain all Permitsand effecting, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders orders, or other arrangementsotherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that (A) requires the divestiture Company shall not be required to hold separate, restructure, reorganize, sell, divest, dispose of, or otherwise take or commit to any action that limits its freedom of any assets of action with respect to, or its ability to retain, any of its businesses, services or assets unless any such action is subject to the Purchaser, Parent, Company or any consummation of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceMerger. In caseIf, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each In furtherance and not in limitation of the provisions of Section 6.09(a), Holdco and/or Parent shall prepare and make all filings and submit all written materials, to the relevant PRC Governmental Authorities, in each case, as promptly as practicable after the date of this Agreement and as may be reasonably necessary, proper or advisable for the obtaining of each of the Requisite Regulatory Approvals; provided that, subject to applicable Laws, prior to submission of any such filing or written materials, Holdco and/or Parent shall (i) provide the Company with a reasonable period of time to review and comment on all of the information relating to the Group Companies that appears in any such filing or written materials (the “Company-Related Information”) and (ii) consider in good faith all comments reasonably proposed by the Company with respect to the Company-Related Information. In exercising the foregoing rights, each of the Company, Holdco and Parent shall act as reasonably and as promptly as practicable. (c) Upon the terms and subject to the conditions of this Agreement and subject to Applicable Laws, each of the parties hereto agrees to cooperate and shall use its reasonable best efforts to vigorously contest (i) coordinate and resist cooperate fully with the other parties hereto in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including, without limitation, (A) notifying the other parties promptly of any Actioncommunication (whether verbal or written) it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissions and (B) permitting the other parties to review in advance, including administrative and consulting with the other parties on, any proposed filing, submission or judicial Actioncommunication (whether verbal or written) by such party to any Governmental Authority and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and direct its Subsidiaries to use their respective reasonable best efforts, to take, or cause to be taken, all appropriate action, and to have vacateddo, liftedor cause to be done, reversed all things necessary, proper or overturned any decree, judgment, injunction advisable under applicable Law or other order (whether temporary, preliminary or permanent) that is in effect otherwise to consummate and that restricts, prevents or prohibits consummation of make effective the Transactions, including, without limitation, employing such resources as are necessary to obtain the Requisite Regulatory Approvals. Parent, Holdco and Merger Sub shall, jointly and severally, indemnify and hold harmless the Company from any Damages incurred by vigorously pursuing the Company in connection with claims against the Company or any of its officers and directors resulting from, arising out of or in connection with Parent, Holdco and/or Merger Sub’s disclosure of the Company-Related Information (other than any information of the Company included in the Company SEC Reports) to any Governmental Authority or made publicly available, except to the extent that such Damages are caused by or resulted from any breach of applicable Law by any Group Company; provided that Parent, Holdco or Merger Sub shall not be responsible for any such Damages if (x) it is determined in a final, non-appealable decision of a court or arbitral tribunal of competent jurisdiction that such Damages were caused by or resulted from any untrue statement of a material fact contained in the Company-Related Information or any omission of a material fact necessary in order to make the statements contained in the Company-Related Information, in light of the circumstances under which they were made, not misleading, or (y) Parent, Holdco or Merger Sub disputes such Damages in writing and such Damages have not been determined in a final, non-appealable decision of a court or arbitral tribunal of competent jurisdiction. (d) Each party hereto shall, upon request by any other party, furnish such other party with all available avenues information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3, or any other statement, filing, notice or application made by or on behalf of administrative and judicial appealParent, Holdco, Merger Sub, the Company or any of their respective subsidiaries to any third party and/or any Governmental Authority in connection with the Transactions.

Further Action; Reasonable Best Efforts. (a) Upon From the date hereof through --------------------------------------- the Closing Date, upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, includingincluding but not limited to (i) cooperating in the preparation and filing of the Joint Proxy Statement/Prospectus and Registration Statement, without limitationand any amendments to any thereof, (ii) using its reasonable best efforts to obtain all PermitsRequired Consents and (iii) using its reasonable best efforts to make all required regulatory filings and applications and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental entities or authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions transaction contemplated by this Agreement and to fulfill the conditions to the Offer and the Mergerconsummation of this Agreement; provided that neither Purchaser nor Parent will the KM General Partner shall be primarily responsible for obtaining or transferring all required licenses, permits and authorizations, and the SF General Partner shall cooperate in such process as reasonably requested by this Section 7.09 the KM General Partner. To the extent practicable in the circumstances and subject to take any actionapplicable laws, including entering into any consent decreeeach party shall provide the other with the opportunity to review all information relating to the other party, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries its subsidiaries, which appears in any filing made with, or (B) limits Parent"s ability to operatewritten materials submitted to, any governmental entity or authority in connection with obtaining the Company and necessary regulatory approvals for the Subsidiaries or any portion thereof or any consummation of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practicethe transactions contemplated by this Agreement. In case, case at any time after the Effective Time, Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party part to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofherein provided, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill satisfy the conditions precedent to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets obligations of any of the Purchaserparties hereto, to obtain all necessary authorizations, consents and approvals, and to effect all necessary registrations and filings, and to assist Parent and Purchaser in obtaining any financing it may arrange in connection with the Merger. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (b) Each of Parent, Purchaser and the Company or any of shall use their respective subsidiaries or (B) limits Parent"s ability reasonable best efforts to operateresolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under any applicable Law. Without limiting the foregoing, the Company and Parent shall, as soon as practicable, file any required Notification and Report Forms under the Subsidiaries HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or any portion thereof the Antitrust Division for additional information or documentation. (c) Each party shall (i) take all actions necessary to ensure that no state takeover Law or similar Law is or becomes applicable to this Agreement, the Merger or any of Parent"s the other transactions contemplated by this Agreement and (ii) if any state takeover Law or its affiliates" similar Law becomes applicable to this Agreement, the Merger or any of the other assets or businesses in a manner consistent with past practice. transactions contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Law on this Agreement, the Merger and the other transactions contemplated by this Agreement; provided, however, that notwithstanding the foregoing, Parent shall not be required to take any action to exempt any stockholder of the Company from any such Law. (d) In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Surviving Corporation shall take or cause to this Agreement shall use their reasonable best efforts to take be taken all such necessary action. (be) Each of the parties hereto agrees to cooperate and shall use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Actionprevent the entry of, and to have cause to be discharged or vacated, liftedany order or injunction of a Governmental Entity precluding, reversed restraining, enjoining or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits prohibiting consummation of the TransactionsMerger. (f) Notwithstanding the foregoing provisions of this Section 5.5, includingneither Parent nor Purchaser shall be required to accept, without limitationas a condition to obtaining any required approval or resolving any objection of any Governmental Entity, by vigorously pursuing all available avenues any requirement to divest or hold separate or in trust (or the imposition of administrative and judicial appealany other condition or restriction with respect to) any of the respective businesses of Parent, Purchaser, the Company or any of their respective Subsidiaries, the Company Assets, the Parent Assets, the Company Real Property or the Parent Real Property.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto Parties shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws (including Antitrust Laws and regulations Gaming Laws) or otherwise to consummate and make effective the TransactionsTransactions as soon as practicable, including, without limitation, using its reasonable best efforts to support and participate in the marketing efforts and investor calls with respect to the Transactions and obtain all Gaming Permits, the Codere Bondholders Consent and all other permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries as are set forth in Section 4.05 and necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement Party shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees Parties shall keep each other apprised of the status of matters relating to cooperate the Transactions, including promptly notifying the other Parties of any communication it or any of its affiliates receives from any Governmental Authority (including any Gaming Authority) relating to the Transactions and permitting the other Parties to review in advance, and to the extent practicable consult about, any proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreement, the Parties will use its reasonable best efforts to vigorously contest coordinate and resist any Actioncooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. Subject to the terms of the Confidentiality Agreement, the Parties will provide each other with copies of all material correspondence, filings or communications, including administrative any documents, information and data contained therewith, between them or judicial Actionany of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to have vacated, lifted, reversed this Agreement and the Transactions. No Party shall take or overturned cause to be taken any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) action before any Governmental Authority that is in effect and that restricts, prevents inconsistent with or prohibits intended to delay its action on requests for a consent or the consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filingsat the request of the other party hereto, execute and thereafter make any deliver such other required submissions, under instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the HSR Act, consummation of the German Competition Act or any Merger and the other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to taketake promptly, or cause to be taken, all appropriate action, and to dodo promptly, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, to satisfy the conditions to the obligations to consummate the Merger, to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the Transactions for the purpose of securing to the parties hereto the benefits contemplated by this Agreement, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, waivers, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers officers, managers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) In furtherance and not in limitation of Section 7.09(a), to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable. DFB Healthcare shall pay the applicable filing fees due under the HSR Act. The parties hereto agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority. (c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other Order, decree or ruling or statute, rule, regulation or executive Order that would adversely affect the ability of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of consummate the Transactions, includingto use commercially reasonable efforts to prevent or lift the entry, without limitationenactment or promulgation thereof, by vigorously pursuing all available avenues of administrative and judicial appealas the case may be.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Applicable Laws to consummate and make effective the Transactionstransactions contemplated by this Agreement, including: (a) for the discharge by each party to this Agreement of its respective obligations under this Agreement and the Share Offer, without limitationincluding its obligations under Securities Laws; (b) cooperating in the preparation and filing of the Offer Documents and any regulatory and governmental filings or submissions, using its reasonable best efforts and any amendments to obtain any such filings; (c) diligently completing all Permits, required regulatory filings and applications and obtaining all Permits and Orders and all consents, approvals, authorizations, qualifications approvals and orders authorizations of Governmental Authorities and parties to contracts Contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and transactions contemplated by this Agreement or to fulfill the conditions to the Offer and Share Offer; (d) using commercially reasonable efforts to defend all litigation to which it is a party challenging or affecting this Agreement or the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any consummation of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of transactions contemplated by this Agreement, including any challenge of the proper officers and directors of each party to this Agreement shall use their Drag-Along Rights; (e) using commercially reasonable best efforts to take all such action. (b) Each have lifted or rescinded any injunction or restraining order relating to the Company or the Shareholders or other Order which may adversely affect the ability of the parties hereto agrees to cooperate and use consummate the transactions contemplated by this Agreement; and (f) on the Closing Date, entering the Offeror or its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanentnominee(s) that is in effect and that restricts, prevents or prohibits consummation upon the Company’s books as the holder of each of the Transactions, including, without limitation, by vigorously pursuing all available avenues Class A Shares and issuing certificates to the Offeror or its nominee(s) representing each of administrative and judicial appealthe Class A Shares.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) Party will use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate the transactions contemplated by this Agreement. In furtherance and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation not in limitation of the Transactions foregoing, each Party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and to fulfill the conditions make other required filings pursuant to other Antitrust Laws with respect to the Offer transactions contemplated hereby and thereby as promptly as reasonably practicable and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company HSR Act or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company other Antitrust Laws and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such actionother reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as soon as reasonably practicable. Purchaser shall bear the sole responsibility for the fees associated with all filings under the HSR Act. (b) Each of Subject to all applicable confidentiality requirements and all applicable Laws, Purchaser, on the parties hereto agrees one hand, and Seller, on the other hand, shall, in connection with the efforts referenced in Section 5.6(a) to cooperate obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its reasonable best efforts to vigorously (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party informed of any communication received by such Party from, or given by such Party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and thereby; and (iii) permit the other Party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other person, give the other Party the opportunity to attend and participate in such meetings and conferences; provided, however, that no Party hereto shall be required to provide any other Party with copies of confidential documents or information included in its filings and submissions under the HSR Act, and provided, further, that a Party hereto may request entry into a joint defense agreement as a condition to providing any such materials and that, upon receipt of that request, the Parties shall work in good faith to enter into a joint defense agreement to create and preserve attorney-client privilege in a form and substance mutually acceptable to the Parties. (c) Notwithstanding the covenants of the Parties contained elsewhere in this Section 5.6 or in Section 5.10, if any objections are asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby and thereby as violative of any Antitrust Law or which would otherwise prohibit or materially impair or materially delay the consummation of the transactions contemplated hereby and thereby, each of Purchaser and the Company shall use its reasonable commercial efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement; provided, however, that neither Purchaser nor any of its Affiliates shall be required to (i) divest, hold separate (including by trust or otherwise) or otherwise dispose of, sell, assign or transfer any of their respective businesses, assets, investments, securities or rights of any kind or nature or (ii) defend, contest and or resist any Action, including administrative action or judicial Action, and proceeding or seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents or prohibits restricts consummation of the Transactionstransactions contemplated by this Agreement. (d) Notwithstanding the foregoing or any other provision of this Agreement, including, without limitation, by vigorously pursuing nothing in this Section 5.6 shall limit a party's right to terminate this Agreement pursuant to Section 8.1(b) so long as such party has up to then complied in all available avenues of administrative and judicial appealmaterial respects with its obligations under this Section 5.6.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate and make effective the Transactionstransactions contemplated hereby, including, without limitation, including using its commercially reasonable best efforts to obtain cooperate in the consummation of the transactions contemplated hereunder, including without limitation the diligent pursuit of obtaining all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company REIT I and the its Subsidiaries as are necessary for the consummation of the Transactions transactions contemplated hereby and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to Section 6.05(a), including the preparation and making of any filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law, providing copies of all related documents to the non-filing party and their advisors prior to filing, and to the extent practicable and permissible under applicable Law neither of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised reasonably promptly of the content and status of any communications with, and communications from, any Governmental Authority with respect to the transactions contemplated hereby. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings and calls with such Governmental Authority. (c) Notwithstanding any other provision contained herein, REIT I shall, with respect to any U.S. federal tax filing relating to the REIT status of REIT I that is filed by REIT I between the date hereof and Closing, give SSTI a reasonable opportunity to comment on such filing before it is filed with the IRS and shall accept any reasonable comments (the reasonableness of which shall be determined by REIT I in its sole discretion) that are provided by SSTI with respect to the content of such filing. (d) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactionstransactions contemplated hereby, including, without limitation, including by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly (and in any event within two (2) weeks of the date hereof) its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions Merger and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the TransactionsMerger, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities (including the approval of the California Department of Insurance) and parties to contracts with the Company and the Company Subsidiaries as are necessary for the consummation of the Transactions Merger and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each In furtherance and not in limitation of Section 6.08(a): (i) as soon as practicable following the date of this Agreement (and in any event within two (2) weeks of the parties hereto agrees to cooperate date hereof), Parent shall with the cooperation of the Company prepare and file with the relevant insurance regulators requests for approval of the transactions contemplated by this Agreement and shall use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Actionhave such insurance regulators approve the transactions contemplated by this Agreement; (ii) the Company will have the right to review in advance, and Parent shall consult with the Company in advance, in each case subject to applicable Laws relating to the exchange of information, with respect to all the information relating to the Company or any Company Subsidiary that appears in any filing made with, or materials submitted to, any third party or any Governmental Authority by Parent or any of its affiliates relating to this Agreement or the Merger; (iii) Parent and its affiliates shall consult with the Company prior to participating in any substantive meeting, conference call, discussion or communication, whether or not through representatives, with any Governmental Authority with respect to any filing, submission, investigation or inquiry relating to this Agreement or the Merger, and shall provide the Company and its representatives the opportunity to attend and participate thereat; (iv) without limiting any of the rights set forth in this Section 6.08(b), Parent and its affiliates shall furnish in advance to the Company copies of all correspondence, filings, submissions and written communications between Parent, any of its affiliates or any of their respective representatives, on one hand, and any Governmental Authority, on the other hand, with respect to this Agreement or the Merger, and shall consult with the Company on and take into account any reasonable comments the Company may have to such correspondence, filing, submission or written communication prior to their being made; (v) Parent and its affiliates shall keep the Company apprised of the status of matters relating to completion of the transactions contemplated hereby, shall inform the Company of the substance of any material oral communications with any Governmental Authority for which it was impractical to have vacatedadvance consultation or participation in accordance with clause (iii) above, liftedand shall respond to inquiries and requests received from any Governmental Authority or third party, reversed in each case with respect to this Agreement or overturned the Merger, as promptly as practicable; and (vi) each party agrees not to extend any decreewaiting period under the HSR Act or enter into any agreement, judgmentarrangement or understanding with any Governmental Authority not to consummate or delay the transactions contemplated hereby, injunction except with the prior written consent of the other parties, which consent may not be unreasonably withheld, conditioned or delayed. In connection with any application for approval of the transactions contemplated by this Agreement by any Governmental Authority, Parent and Merger Sub agree that they will not seek approval for the payment of an “extraordinary dividend” (as such term is defined in Section 1215.5(g) of the California Insurance Code) by any Company Subsidiary. (c) Within forty-five (45) days of the execution of this Agreement, the Company shall deliver to Parent a schedule that sets forth, the following information (as is reasonably available to the Company) with respect to the Company and each Company Subsidiary as of the most recent practicable date: (i) the basis of the Company and each Company Subsidiary in its assets; (ii) the basis of the stockholder(s) of each Company Subsidiary in the stock of such Company Subsidiary (or the amount of any excess loss account); (iii) the amount any net operating loss, net capital loss, unused investment or other order credit, unused foreign tax credit, or excess charitable contribution allocable to the Company or any Company Subsidiary; (whether temporary, preliminary iv) the amount of any deferred gain or permanentloss allocable to the Company or any Company Subsidiary arising out of any intercompany gain; and (v) that is in effect a copy of any tax allocation agreement executed between or among the Company and that restricts, prevents or prohibits consummation any of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appealCompany Subsidiaries.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect agrees to the Transactions and (ii) use its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective the Transactions, includingand (ii) obtain from Governmental Authorities and third parties any consents, without limitationlicenses, using its reasonable best efforts to obtain all Permitspermits, consentswaivers, approvals, authorizations, qualifications and authorizations or orders of Governmental Authorities and parties required to contracts with be obtained by Parent or the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operatein connection with the authorization, the Company execution and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes delivery of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each As soon as practicable after the date of this Agreement, each of the parties hereto agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. All filing fees on account of the filing pursuant to the HSR Act shall be paid by the Parent. (c) Subject to appropriate confidentiality protections, each of Parent and the Company shall have the right to review and approve in advance drafts of all applications, notices, petitions, filings and other documents made or prepared in connection with the items described in clauses (a) and (b) above, which approval shall not be unreasonably withheld or delayed, shall cooperate with each other in connection with the making of all such filings, shall furnish to the other party such necessary information and assistance as such other party may reasonably request with respect to the foregoing and shall provide the other party with copies of all filings made by such party with any applicable Government Authority, and, upon request, any other information supplied by such party to a Governmental Authority in connection with this Agreement and the Transactions. (d) Parent and Merger Sub agree to take whatever action as may be necessary or required by any Governmental Authority to resolve any objections asserted under the HSR Act or any other applicable federal or state antitrust, competition or fair trade Laws with respect to the Transactions (including, without limitation, agreeing to hold separate or to divest any of the businesses, products or assets of Parent, Merger Sub, the Company or any of their respective affiliates) or to avoid the entry of, or to effect the dissolution of, any non-appealable permanent injunction or other final judgment that has the effect of preventing the consummation of any of the Transactions. Notwithstanding anything in this Agreement to the contrary, no action taken by Parent or Merger Sub pursuant to this Section 6.05(d) shall entitle Parent to any diminution of the Merger Consideration, and the Company shall not be required to divest or hold separate any assets or businesses or otherwise take or commit to take any action that limits its freedom of action with respect to any of the Company’s direct or indirect assets or businesses. (e) Merger Sub, the Company, and Parent shall use their respective reasonable best efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the Transactions, (ii) disclosed in the Company Disclosure Schedule or (iii) required to prevent a Company Material Adverse Effect from occurring prior to the Effective Time. In the event that the Company shall fail to obtain any third party consent described above, the Company shall use its reasonable best efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Company and Parent and their respective businesses resulting, or which could reasonably be expected to result, after the Effective Time, from the failure to obtain such consent. In addition, at the request of Parent, the Company shall use its reasonable best efforts to vigorously contest and resist assist Parent in obtaining (A) any Action, including administrative or judicial Actionestoppel certificates from any ground lessor under the ground leases underlying the Leased Properties, and (B) customary “comfort” letters from any franchisors or licensors under any franchise or license agreements to have vacatedwhich the Company or any Subsidiary is a party. (f) Notwithstanding anything to the contrary in this Agreement, liftedin connection with obtaining any approval or consent from any person (other than a Governmental Authority) with respect to the Merger or any other Transaction, reversed (i) without the prior written consent of Parent which shall not be unreasonably withheld, none of the Company or overturned any decree, judgment, injunction of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other order consideration, make any commitment or incur any liability or other obligation due to such person and (whether temporaryii) none of Parent, preliminary Merger Sub or permanent) that their respective affiliates shall be required to pay or commit to pay to such person whose approval or consent is in effect and that restrictsbeing solicited any cash or other consideration, prevents make any commitment or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appealto incur any liability or other obligation.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, and to assist and cooperate with the parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the Transactionsmost expeditious manner practicable, includingthe transactions contemplated by this Agreement and the Stockholder Documents, without limitationincluding but not limited to (i) cooperation in the preparation and filing of the Proxy Statement, using the Schedule 14D-9 the Schedule 13E-3, the Schedule 13D and the Offer Documents, any required filings under the HSR Act and any amendments to any thereof, (ii) determining whether any filings are required to be made or consents, approvals, waivers, licenses, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any governmental entities or third parties, including parties to leases, loan agreements or other debt instruments, in connection with the transactions contemplated by this Agreement, including the Offer and the Merger, and (iii) promptly making any such filings, furnishing information required in connection therewith and timely seeking to obtain any such consents, approvals, permits or authorizations. (b) The Company shall make, subject to the condition that the transactions contemplated herein actually occur, any undertakings required in order to comply with the antitrust requirements or laws of any 21 26 governmental entity, including the HSR Act, in connection with the transactions contemplated by this Agreement; provided that no such undertaking shall be agreed to or made unless reasonably acceptable to Holdings. (c) The Company shall use its commercially reasonable best efforts to obtain all Permits, consents, approvals, authorizationsagreements, qualifications extensions or other waivers of rights necessary to ensure that all Leases and orders other Material Contracts remain in full force and effect for the benefit of Governmental Authorities the Company after the Effective Time on substantially the same terms and parties conditions as in effect on the date hereof (without any material increase in amounts payable by the Company thereunder). (d) As soon as practicable after the date hereof and, in any event, prior to contracts the purchase of Shares pursuant to the Offer, the Company shall file with the Internal Revenue Service, prior to the receipt by any of the Company and its Controlled Entities of any notice of examination by the Subsidiaries as are necessary Internal Revenue Service, a duly executed and acknowledged Form 3115 in form and substance satisfactory to Holdings requesting permission for the consummation Company and each of the Transactions and entities with which the Company files a consolidated Federal income tax return to fulfill change the conditions method of accounting for taxable gross revenues to the Offer and non-accrual experience method as defined in Internal Revenue Code Section 448(d)(5). Any additional or subsequent Internal Revenue Code Section 481 adjustments that may result from a change in the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires method of accounting for the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability its Controlled Entities which relate to operatea change in the accounting of taxable gross revenues to the non-accrual experience method, as defined in Internal Revenue Code Section 448(d)(5), when combined with the Company and Internal Revenue Code Section 481 adjustment reflected on the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In caseForm 3115, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such actionnot exceed $4 million. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto Parties shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, including using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities Authorities, including the approvals set forth on Section 11.01(d) of the Alvarium Disclosure Schedule, Section 11.01(d) of the TWMH Disclosure Schedule and Section 11.01(d) of the TIG Disclosure Schedule and parties to contracts with the Companies and their respective Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceTransactions. In case, at any time after the Umbrella Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such lawful action. (b) Each of the parties hereto agrees Parties shall keep each other apprised of the status of matters relating to cooperate and use its reasonable best efforts to vigorously contest and resist any Actionthe Transactions, including administrative promptly notifying the other parties of any communication it or judicial Actionany of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to have vacatedthe fullest extent practicable consult about, liftedany proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, reversed or overturned any decree, judgment, injunction investigation or other order (whether temporaryinquiry unless it consults with the other Parties in advance and, preliminary to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreements, the Parties will 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. Subject to the terms of the Confidentiality Agreements, the Parties will provide each other with copies of all material correspondence, filings or permanent) communications, including any documents, information and data contained therewith, 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 and the Transactions. No Party shall take or cause to be taken any action before any Governmental Authority that is in effect and that restricts, prevents inconsistent with or prohibits intended to delay its action on requests for a consent or the consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and third parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the 30 Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action. Without limiting the foregoing, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any each of the Purchaser, parties shall use its reasonable best efforts to (a) make or cause to be made the applications or filings required to be made by Parent, Purchaser or the Company or any of their respective subsidiaries Subsidiaries under or with respect to the HSR Act in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions as promptly as is reasonably practicable, and in any event within ten (B10) limits Parent"s ability Business Days after the date of this Agreement, (b) comply at the earliest practicable date with any request under or with respect to operatethe HSR Act for additional information, documents or other materials received by Parent or the Company and the Subsidiaries or any portion thereof or any of Parent"s their respective Subsidiaries from the Federal Trade Commission or its affiliates" the Department of Justice or any other assets Governmental Authority in connection with such applications or businesses filings or the Transactions and (c) reasonably coordinate and cooperate with each other party in a manner consistent the making of any applications or filings (including furnishing any information the other party may require in order to make any such application or filing), or obtaining any approvals, required in connection with past practicethe Transactions under the HSR Act. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers of Parent and directors of each party to this Agreement the Surviving Corporation shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filingsuse its, and thereafter make any other required submissionsto cause its affiliates to use their, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, including using its reasonable best efforts to (i) prepare and promptly file all documentation to effect all necessary filings, notices, petition, statements, registrations, submissions of information, applications and other documents, (ii) obtain all Permitspermits, consents, approvals, authorizations, registrations, waivers, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries as are necessary necessary, proper or advisable for the consummation of the Transactions and to fulfill the conditions to the Offer Mergers and (iii) execute and deliver any additional instruments necessary to consummate the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such actionTransactions. (b) Each of the parties shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other parties of any communication it or any of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to the extent practicable consult about, any proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting, or video or telephone conference, with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting or conference. Subject to the terms of the Confidentiality Agreement, the parties will 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. Subject to the terms of the Confidentiality Agreement, the parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions. No party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions. (c) Notwithstanding the generality of the foregoing, each of the parties hereto agrees shall use its, and shall cause its affiliates to cooperate and use its their, reasonable best efforts to vigorously contest and resist any Actionconsummate the Private Placements in accordance with the Subscription Agreements, including administrative or judicial Actionusing its, and causing its affiliates to have vacateduse their, liftedreasonable best efforts to enforce its or their rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Holdings the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms. None of SPAC, reversed Holdings or overturned any decreethe Company shall, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation without the prior written consent of the Transactionsother parties (such consent not to be unreasonably withheld, includingdelayed or conditioned), without limitationpermit or consent to any amendment, by vigorously pursuing all available avenues supplement or modification to or any waiver (in whole or in part) of administrative and judicial appealany provision or remedy under, or any replacements of, any Subscription Agreement.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofherein provided, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill satisfy the conditions precedent to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets obligations of any of the Purchaserparties hereto, Parentto obtain all necessary authorizations, Company consents and approvals, and to effect all necessary registrations and filings. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any of their respective subsidiaries or (B) limits Parent"s ability other information supplied by such party to operate, the Company a Governmental Entity in connection with this Agreement and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such actiontransactions contemplated hereby. (b) Each MergerCo and the Company shall use their respective reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, each of the parties Company and MergerCo shall, as soon as practicable, file (or cause its respective "ultimate parent entity" within the meaning of the HSR Act to file) Notification and Report Forms under the HSR Act (as defined below) with the Federal Trade Commission (the "FTC") and Antitrust Division of the Department of Justice (the "Antitrust Division") and shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation. Each party hereto agrees to cooperate and shall use its reasonable best efforts to vigorously contest and resist take or cause to be taken all actions necessary, proper or advisable to obtain any Actionconsent, including administrative waiver, approval or judicial Action, and authorization relating to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) Competition Law that is in effect and that restricts, prevents or prohibits required for the consummation of the Transactionstransactions contemplated by this Agreement. "Competition Laws" means statutes, includingrules, without limitationregulations, by vigorously pursuing all available avenues of orders, decrees, administrative and judicial appealdoctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and includes the ▇▇▇▇-▇▇▇▇▇- ▇▇▇▇▇▇ Antitrust Im- provement Act of 1976, as amended (the "HSR Act") and, to the extent applicable, equivalent laws of the European Union or the Member States thereof, and of other countries.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the --------------------------------------- terms and subject to conditions herein provided, as promptly as practicable, the conditions hereof, each of Company and the parties hereto Buyer Parties shall (i) make promptly its respective filingsall filings and submissions with the NASD, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to cooperate with each other in (A) determining which filings are required to be made prior to the Acceptance Time and the Merger Effective Time with, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the Acceptance Time and the Merger Effective Time from, Governmental Authorities in connection with the execution and delivery of this Agreement and related agreements and consummation of the transactions contemplated hereby and thereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, including filing, as promptly as practicable after the date hereof, all necessary documentation, applications, and other information (including responding to supplemental requests for information) in order to obtain all required consents and approvals under applicable Laws regulating mortgage lenders and servicers, insurance agencies and title insurance agencies as promptly as practicable, and (iii) use reasonable best efforts to take, or cause to be taken, all appropriate action, other actions and to do, or cause to be done, all other things necessary, proper necessary or advisable under applicable laws and regulations appropriate to consummate and make effective the Transactionstransactions contemplated hereby as soon as practicable. For purposes of this Section 8.06, including, without limitation, using its “reasonable best efforts efforts” shall not include (A) selling, divesting, holding separate or otherwise conveying any particular assets or categories of assets or businesses of Parent, (B) agreeing to obtain all Permitssell, consentsdivest, approvalshold separate or otherwise convey any particular assets or categories of assets or businesses of the Company contemporaneously with or subsequent to the Closing, authorizations(C) permitting the Company to sell, qualifications divest or otherwise convey any particular assets or categories of assets or businesses of the Company prior to the Closing, and orders (D) otherwise taking or committing to take actions that after the Closing Date would limit the freedom of Governmental Authorities and parties action of Parent or its subsidiaries (including the Surviving Corporation) with respect to, or its or their ability to contracts retain, one or more of its or their businesses, product lines or assets. In connection with the Company foregoing, the Company, on the one hand, will provide Parent, and Parent, on the other hand, will provide the Company, with copies of material correspondence, filings or communications (or oral summaries or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, with respect to this Agreement and the Subsidiaries as are necessary transactions contemplated hereby, and shall promptly advise the other upon receiving any communication from any Governmental Authority whose consent or approval is required for the consummation of the Transactions and transactions contemplated by this Agreement that causes such party to fulfill the conditions to the Offer and the Merger; provided believe that neither Purchaser nor Parent there is a reasonable likelihood that such consent or approval will not be obtained or that its receipt will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of materially delayed. Without limiting any of the PurchaserCompany’s obligations contained in this Section 8.06, Parentthe Buyer Parties shall coordinate, Company and assume primary responsibility for managing, any required continuance of membership or other application, notice filing or other required submission with the NASD or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such actionself-regulatory agency. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts Contracts with the Company and the Subsidiaries as are set forth in Section 4.5 necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceMergers. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this AgreementAgreement or the Ancillary Agreements, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees shall keep each other apprised of the status of matters relating to cooperate and use its reasonable best efforts to vigorously contest and resist any Actionthe Transactions, including administrative promptly notifying the other parties of any communication it or judicial Actionany of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review and approve in advance, and to have vacatedthe extent practicable consult about, liftedany proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, reversed or overturned any decree, judgment, injunction investigation or other order (whether temporaryinquiry unless it consults with the other parties in advance and, preliminary to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreement, the parties will 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. Subject to the terms of the Confidentiality Agreement, the parties will provide each other with copies of all material correspondence, filings or permanent) communications, including any documents, information and data contained therewith, 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 and the Transactions contemplated hereby. No party shall take or cause to be taken any action before any Governmental Authority that is in effect and that restricts, prevents inconsistent with or prohibits intended to delay its action on requests for a consent or the consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) party will use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or applicable agreement to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required transactions contemplated by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each If any objections are asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the parties hereto agrees to cooperate transactions contemplated hereby and thereby as violative of any Antitrust Law or which would otherwise prohibit or materially impair or materially delay the consummation of the transactions contemplated hereby and thereby, each of ANM and the Company will use its reasonable best efforts to vigorously resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prohibit or materially impair or delay the consummation of the transactions contemplated hereby and thereby; provided, however, that neither ANM nor any of its shareholders or Affiliates will be obligated to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or agree to sell, hold separate or otherwise dispose of or conduct its business. Without excluding other possibilities, the transactions contemplated by this Agreement will be deemed to be materially delayed if unresolved objections or suits delay or could reasonably be expected to delay the consummation of the transactions contemplated hereby and thereby beyond the Termination Date. (c) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority challenging any transaction contemplated by this Agreement or any other agreement contemplated hereby, (i) each of ANM and the Company will cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any Action, including administrative such action or judicial Action, proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents or prohibits restricts consummation of the Transactionstransactions contemplated by this Agreement, includingand (ii) each of ANM and the Company will use its respective reasonable best efforts to defend, without limitationat its own cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by vigorously pursuing this Agreement. (d) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.8 will limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) or Section 8.1(c) so long as such party has up to then complied in all available avenues of administrative and judicial appealmaterial respects with its obligations under this Section 6.8.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable laws and regulations Law (including under any Antitrust Law) to consummate and make effective the Transactionstransactions contemplated by this Agreement as soon as practicable at the earliest practicable date, including: (i) causing the preparation and filing of all forms, without limitation, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain (A) any requisite consent or expiration of any applicable waiting period under the HSR Act and (B) any requisite consent under the Austrian Cartel Act and the Mexican Economic Competition Law; (ii) submitting within 10 Business Days following the date hereof the notices required to be made in connection with the transactions contemplated hereby as set forth in Item 1 of Section 1.1 of the Company Disclosure Schedule; (iii) using its reasonable best efforts to obtain defend all Permits, consents, approvals, authorizations, qualifications lawsuits and orders of other proceedings by or before any Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for Entity challenging this Agreement or the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that and (Aiv) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their using reasonable best efforts to take all such action. (b) Each resolve any objection asserted with respect to the transactions contemplated under this Agreement under any Antitrust Law raised by any Governmental Entity and to prevent the entry of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Actioncourt order, and to have vacated, lifted, reversed or overturned any injunction, decree, judgmentruling, injunction order or other order (whether temporaryaction of any Governmental Entity that would prevent, preliminary prohibit, restrict or permanent) that is in effect and that restricts, prevents or prohibits delay the consummation of the Transactionstransactions contemplated by this Agreement. (b) In furtherance and not in limitation of the provisions of Section 7.6(a), each of the parties, as applicable, agrees to prepare and file as promptly as practicable, an appropriate filing of a Notification and Report Form pursuant to the HSR Act (which shall be filed no later than five Business Days from the date of this Agreement), the Austrian Cartel Act and the Mexican Economic Competition Law. Parent shall pay all filing fees and other charges for the filings required under the HSR Act or under any other Antitrust Law by the Company and Parent. (c) If a party receives a request for information or documentary material from any Governmental Entity with respect to this Agreement or any of the transactions contemplated hereby, including a Request for Additional Information and Documents under the HSR Act, then such party shall in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, a response which is, at a minimum, in substantial compliance with such request. (d) The parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity, including: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law and liaising with each other in relation to each step of the procedure before the relevant Governmental Entities and as to the contents of all communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any notification in relation to the transactions contemplated hereunder without limitationfirst providing the other party with a copy of such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Entities, and such first party shall consider and take account of all reasonable comments timely made by vigorously pursuing the other party in this respect; (ii) furnishing to the other party all information within its possession that is required for any application or other filing to be made by the other party pursuant to the applicable Law in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement and ensuring to the extent permitted by Law or Governmental Entity that each of the parties is entitled to attend any meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement; (iv) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the Antitrust Laws; and (v) without prejudice to any rights of the parties hereunder, consulting and cooperating in all respects with the other in defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the transactions contemplated by this Agreement. (e) In addition, Parent shall take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all Antitrust Laws to consummate the transactions contemplated by this Agreement, including using its best efforts to obtain the expiration of all waiting periods and obtain all other approvals and any other consents required to be obtained in order for the parties to consummate the transactions contemplated by this Agreement. (f) Notwithstanding anything to the contrary set forth in this Agreement, the obligations of Parent under this Section 7.6 shall include Parent committing to: (i) selling, divesting, or otherwise conveying particular assets, categories, portions or parts of assets or businesses of Parent and its subsidiaries; (ii) agreeing to sell, divest, or otherwise convey any particular asset, category, portion or part of an asset or business of the Company and its subsidiaries contemporaneously with or subsequent to the Effective Time; (iii) permitting the Company to sell, divest, or otherwise convey any of the particular assets, categories, portions or parts of assets or business of the Company or any of its subsidiaries prior to the Effective Time; and (iv) licensing, holding separate or entering into similar arrangements with respect to its respective assets or the assets of the Company or conduct of business arrangements or terminating any and all existing relationships and contractual rights and obligations as a condition to obtaining any and all expirations of waiting periods under the HSR Act or consents from any Governmental Entity necessary, to consummate the transactions contemplated hereby. All efforts described in this Section 7.6(f) shall be unconditional and shall not be qualified by best efforts and no actions taken pursuant to this Section 7.6 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. (g) Notwithstanding the foregoing, commercially and/or competitively sensitive information and materials of a party will be provided to the other party on an outside counsel-only basis while, to the extent feasible, making a version in which the commercial and/or competitively sensitive information has been redacted available avenues to the other party. (h) Notwithstanding anything to the contrary herein, (i) Parent shall direct, in consultation with the Company, strategy and timing, proceedings and other activities with respect to seeking any actions, non-actions, terminations or expirations of administrative waiting periods, consents, approvals or waivers of any Governmental Entity as contemplated hereby, (ii) the Company shall, and judicial appealshall cause each of its subsidiaries to, use reasonable best efforts to take such actions as reasonably requested by Parent in connection with obtaining any such actions, non-actions, terminations or expirations of waiting periods, consents, approvals or waivers and (iii) Parent shall have the sole and exclusive right, in consultation with the Company, to propose, negotiate, offer or commit to make or effect any divestitures, dispositions, or licenses of any assets, properties, products, rights, services or businesses, or to agree to any other remedy, requirement, obligation, condition or restriction related to the conduct of Parent’s and its HSR Affiliates’ (as such term is defined by the HSR Act) or the Company’s and its subsidiaries’ businesses in order to resolve any Governmental Entity’s objections to or concerns about the transactions contemplated by this Agreement. Parent and Merger Sub shall not be required to agree to any amendment to, or waiver under, this Agreement in connection with obtaining any requisite consent or expiration of any applicable waiting period under the HSR Act or other Antitrust Laws.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofherein provided, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, including using its reasonable best efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all Permitsnecessary authorizations, consents, consents and approvals, authorizationsand to effect all necessary registrations and filings, qualifications and orders to obtain the Financing. Each of Governmental Authorities the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties to contracts may reasonably request in connection with the Company foregoing and, subject to applicable Laws and any applicable privilege relating to the exchange of information, will provide the other parties with copies of all filings made by such party with any Governmental Entity (except for filings available publicly on the SEC’s E▇▇▇▇ system) or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Mergertransactions contemplated hereby; provided that neither Purchaser nor Parent will be required by this Section 7.09 party is obligated to take share any action, including entering into any consent decree, hold separate orders document submitted to a Governmental Entity that reflects the negotiations between the parties or other arrangements, that (A) requires the divestiture valuation of some or all of any assets party’s business. (b) Each of Parent, Merger Sub I, Merger Sub II and the Company shall use their respective reasonable best efforts and shall cooperate with the other parties to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any of Governmental Entity. Without limiting the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operateforegoing, the Company and Parent shall, as soon as practicable, file Notification and Report Forms under the Subsidiaries HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and file any voluntary filings or any portion thereof other notifications required to be filed under (i) the EC Merger Regulation with the European Commission and (ii) the Exon-F▇▇▇▇▇ Amendment with CFIUS, and in each case shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC, the Antitrust Division, the European Commission or any CFIUS for additional information or documentation. Each party acknowledges that its goal is to file the Notification and Report Forms within 15 Business Days after the date of Parent"s or this Agreement and to file the notifications to be filed under the Exon-F▇▇▇▇▇ Amendment within 20 Business Days after the date of this Agreement, and that if it does not file such forms within such period, its affiliates" senior executives shall discuss the reasons for the failure to meet such goal with the senior executives from the other assets or businesses in a manner consistent with past practice. party. (c) In case, case at any time after the Merger I Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Surviving Corporation shall take or cause to this Agreement shall use their reasonable best efforts to take be taken all such necessary action. (bd) Each of the parties hereto agrees to cooperate and shall use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Actionprevent the entry of, and to have cause to be discharged or vacated, liftedany order or injunction of a Governmental Entity precluding, reversed restraining, enjoining or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits prohibiting consummation of the TransactionsMergers. (e) Notwithstanding the foregoing provisions of this Section 5.5, includingnone of Parent, without limitationMerger Sub I or Merger Sub II shall be required to accept, by vigorously pursuing as a condition to obtaining any required approval or resolving any objection of any Governmental Entity, any requirement to divest or hold separate or in trust (or the imposition of any other condition or restriction with respect to) any assets or operations of Parent, Merger Sub I or Merger Sub II or any of their respective affiliates or any of the respective businesses of the Company or any of its Subsidiaries, including the Company Assets or the Company IP Rights, in each case, which constitutes a Burdensome Condition. “Burdensome Condition” means any requirement, condition or restriction that, individually or in the aggregate with all available avenues other requirements, conditions and restrictions, is reasonably likely to (i) be materially burdensome to Parent, (ii) be materially burdensome to the Company, (iii) materially diminish the value of administrative and judicial appealParent’s business or (iv) materially diminish the value of the Company’s business.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate and make effective the TransactionsMerger, including, without limitation, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions Merger and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each party shall, subject to applicable Law and except as prohibited by any applicable representative of any applicable Governmental Authority: (i) promptly notify the other parties of any written communication to that party from the FTC, the Antitrust Division of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist United States Department of Justice, any ActionState Attorney General or any other Governmental Authority, including administrative or judicial Actionregulatory authorities, and permit the other parties to have vacated, lifted, reversed or overturned review in advance (and to consider any decree, judgment, injunction or comments made by the other order (whether temporary, preliminary or permanentparties in relation to) that is in effect and that restricts, prevents or prohibits consummation any proposed written communication to any of the Transactionsforegoing, including(ii) not participate in or agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, without limitationinvestigation or inquiry concerning this Agreement, the Merger or the other transactions contemplated hereby unless it consults with the other parties in advance and, to the extent permitted by vigorously pursuing such Governmental Authority, gives the other parties the opportunity to attend and (iii) furnish the other parties with copies of all available avenues correspondence, filings and written communications (and memoranda setting forth the substance thereof) between it and its affiliates and its respective Representatives on the one hand, and any Governmental Authority, including any regulatory authority, or members of administrative their respective staffs on the other hand, with respect to this Agreement, the Merger and judicial appealthe other transactions contemplated hereby.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) party will use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate the transactions contemplated by this Agreement. In furtherance and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation not in limitation of the Transactions foregoing, each party hereto agrees to make an appropriate and to fulfill the conditions timely filing of a Notification and Report Form pursuant to the Offer HSR Act, to make additional required filings pursuant to any other Antitrust Law with respect to the transactions contemplated hereby as promptly as practicable (and in any event, with respect to the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any actionHSR Act, including entering into any consent decree, hold separate orders or other arrangements, that no later than ten (A10) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time Business Days after the Effective Time, any further action is necessary or desirable to carry out the purposes date of this Agreement), to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the proper officers HSR Act or any other applicable Antitrust Law and directors of each party to this Agreement shall use their reasonable best efforts to take all such actionother actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as soon as practicable. (b) Each of Purchaser and Seller shall, in connection with the efforts referenced in SECTION 5.4(A) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other applicable Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other U.S. or foreign Governmental Authorities and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any communication given by it to, consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authorities or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authorities or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the covenants of the parties hereto agrees contained in SECTION 5.4(A) and SECTION 5.4(B), if any concerns or objections are asserted with respect to cooperate and the transactions contemplated by this Agreement under any Antitrust Law or if any suit is threatened to be instituted by the FTC, the DOJ or any other applicable Governmental Authorities or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law or which would otherwise reasonably be expected to prohibit, prevent or restrict or materially impair or materially delay the consummation of the transactions contemplated hereby, Purchaser shall use its reasonable best efforts to vigorously contest and resist resolve any Action, including administrative such objections or judicial Action, and suits so as to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits permit consummation of the Transactions, including, without limitation, transactions contemplated by vigorously pursuing all available avenues of administrative and judicial appealthis Agreement.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofprovided in this Agreement, each of the parties hereto Parties shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable necessary under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, using its reasonable best efforts (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the transactions contemplated by this Agreement (which actions shall include, without limitation, furnishing all information required by applicable law in connection with approvals of or filings with any Governmental Entity), (ii) to satisfy the conditions precedent to the obligations of such Party, (iii) to obtain all Permitsany consent, consentsauthorization, approvalsorder or approval of, authorizationsor any exemption by, qualifications and orders of any Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders Entity or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, public or private third party required to be obtained or made by Parent, Acquisition, the Company or any of their respective subsidiaries Subsidiaries in connection with the Merger or the taking of any action contemplated by this Agreement, (Biv) limits Parent"s ability to operateeffect all necessary registrations and filings and (v) to take any action reasonably necessary to vigorously defend, lift, mitigate, rescind the Company effect of any litigation or administrative proceeding adversely affecting the Merger or this Agreement, including promptly appealing any adverse court or administrative decision. (b) Subject to appropriate confidentiality protections, each of the Parties will furnish to the other Parties such necessary information and reasonable assistance as such other Parties may reasonably request in connection with the foregoing and will provide the other Parties with copies of all filings made by such Party with any Governmental Entity and, upon request, any other information supplied by such Party to a Governmental Entity in connection with this Agreement and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses transactions contemplated by this Agreement. Upon the terms and subject to the conditions provided in a manner consistent with past practice. In casethis Agreement, in case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party to this Agreement the Parties shall use their reasonable best efforts to take or cause to be taken all such necessary action. (bc) Each Without limiting the generality of the parties hereto agrees undertakings in this Section 5.4, Parent and the Company shall take or cause to cooperate be taken the following actions: (i) provide promptly to Governmental Entities with regulatory jurisdiction over enforcement of any applicable antitrust laws (a "Government Antitrust Entity") information and documents requested by any Government Antitrust Entity or necessary, proper or advisable to permit consummation of the Merger and the transactions contemplated by this Agreement; (ii) without in any way limiting the provisions of Section 5.4(c)(i), file any Notification and Report Form and related material required under the HSR Act as soon as practicable and in any event not later than five (5) business days after the date hereof, and thereafter use its reasonable best efforts to vigorously contest certify as soon as practicable its substantial compliance with any requests for additional information or documentary material that may be made under the HSR Act; and resist (iii) Company and Parent shall take promptly, in the event that any Action, including administrative permanent or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, preliminary injunction or other order (whether temporary, preliminary is entered or permanent) becomes reasonably foreseeable to be entered in any antitrust proceeding that is in effect and that restricts, prevents or prohibits would make consummation of the TransactionsMerger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Merger or the other transactions contemplated by this Agreement, includingany and all steps (including the appeal thereof or the posting of a bond) necessary to vacate, without limitation, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by vigorously pursuing this Agreement. Each of the Company and Parent will provide to the other copies of all available avenues correspondence between it (or its advisors) and any Government Antitrust Entity relating to this Merger or any of administrative and judicial appealthe matters described in this Section 5.4(c).

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofherein provided, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill satisfy the conditions precedent to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets obligations of any of the Purchaserparties hereto, Parentto obtain all necessary authorizations, Company consents and approvals, and to effect all necessary registrations and filings. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any of their respective subsidiaries or (B) limits Parent"s ability other information supplied by such party to operate, the Company a Governmental Entity in connection with this Agreement and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such actiontransactions contemplated hereby. (b) Each MergerCo and the Company shall use their re spective reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, each of the parties Company and MergerCo shall, as soon as practicable, file (or cause its respective "ultimate parent entity" within the meaning of the HSR Act to file) Notification and Report Forms under the HSR Act (as defined below) with the Federal Trade Commission (the "FTC") and Antitrust Division of the Department of Justice (the "Antitrust Division") and shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for ad ditional information or documentation. Each party hereto agrees to cooperate and shall use its reasonable best efforts to vigorously contest and resist take or cause to be taken all actions necessary, proper or advisable to obtain any Actionconsent, including administrative waiver, approval or judicial Action, and authorization relating to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) Competition Law that is in effect and that restricts, prevents or prohibits required for the consummation of the Transactionstransactions contemplated by this Agreement. "Compe tition Laws" means statutes, includingrules, without limitationregulations, by vigorously pursuing all available avenues of orders, decrees, administrative and judicial appealdoctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and includes the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Im- provements Act of 1976, as amended (the "HSR Act") and, to the extent applicable, equivalent laws of the European Union or the Member States thereof, and of other countries.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) party will use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or applicable agreement to consummate the transactions contemplated by this Agreement. In furtherance and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation not in limitation of the Transactions foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form for Certain Mergers and Acquisitions pursuant to the HSR Act and to fulfill the conditions make other required filings pursuant to other Antitrust Laws with respect to the Offer and the Merger; provided that neither Purchaser nor Parent will be required transactions contemplated by this Section 7.09 Agreement as promptly as practicable after the date of this Agreement and to take supply as promptly as practicable any action, including entering into any consent decree, hold separate orders or other arrangements, additional information and documentary material that (A) requires may be requested pursuant to the divestiture of any assets of any of the Purchaser, Parent, Company HSR Act or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company other Antitrust Laws and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such actionother actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as soon as practicable. (b) Each ANM and the Company will, in connection with the efforts referenced in Section 6.8(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and thereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or other Person or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences in accordance with Antitrust Law. (c) In furtherance and not in limitation of the covenants of the parties hereto agrees contained in Sections 6.8(a) and (b), if any objections are asserted with respect to cooperate the transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby and thereby as violative of any Antitrust Law or which would otherwise prohibit or materially impair or materially delay the consummation of the transactions contemplated hereby and thereby, each of ANM and the Company will use its reasonable best efforts to vigorously resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prohibit or materially impair or delay the consummation of the transactions contemplated hereby and thereby; provided, however, that neither ANM nor any of its shareholders or Affiliates will be obligated to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or agree to sell, hold separate or otherwise dispose of or conduct its business. Without excluding other possibilities, the transactions contemplated by this Agreement will be deemed to be materially delayed if unresolved objections or suits delay or could reasonably be expected to delay the consummation of the transactions contemplated hereby and thereby beyond the Termination Date. (d) Subject to the obligations under Section 6.8(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority challenging any transaction contemplated by this Agreement or any other agreement contemplated hereby, (i) each of ANM and the Company will cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any Action, including administrative such action or judicial Action, proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents or prohibits restricts consummation of the Transactionstransactions contemplated by this Agreement, includingand (ii) each of ANM and the Company will use its respective reasonable best efforts to defend, without limitationat its own cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by vigorously pursuing this Agreement. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.8 will limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) or Section 8.1(c) so long as such party has up to then complied in all available avenues of administrative and judicial appealmaterial respects with its obligations under this Section 6.8.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate the Merger and make effective complete the Other Transactions, including(ii) obtain from Governmental Entities any consents, without limitationlicenses, using its reasonable best efforts to obtain all Permitspermits, consentswaivers, approvals, authorizations, qualifications and authorizations or orders of Governmental Authorities and parties required to contracts with be obtained by Merger Co or the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries Subsidiaries in connection with the authorization, execution, and delivery of this Agreement, and (iii) promptly make all necessary filings, and thereafter make any other required submission, with respect to this Agreement and the Merger required under the HSR Act or any other applicable antitrust, competition or fair trade Laws with respect to the Merger. Subject to appropriate confidentiality protections, the parties hereto shall have an opportunity to review and approve in advance drafts of all applications, notices, petitions, filings and other documents made or prepared in connection with the items described in clauses (i) through (iii) above, which approval shall not be unreasonably withheld, conditioned, or delayed, shall cooperate with each other in connection with the prompt making of all such filings, shall furnish to the other party such necessary information and assistance as such other party may reasonably request with respect to the foregoing and shall provide the other party with copies of all filings made by such party with any applicable Government Entity, and, upon request, any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Merger. (b) Merger Co and the Company shall each use their respective reasonable best efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the Merger and the Other Transactions, (ii) disclosed in the Company Disclosure Schedule, or (Biii) limits Parent"s ability required to operateprevent a Company Material Adverse Effect from occurring prior to or as a result of the Effective Time. In the event that the Company shall fail to obtain any third party consent described above, the Company shall use its reasonable best efforts, and shall take such actions as are reasonably requested by Merger Co, to minimize any adverse effect upon the Subsidiaries Company and Merger Co and their respective businesses resulting, or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In casewhich would reasonably be expected to result, at any time after the Effective Time, any further action is necessary or desirable from the failure to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all obtain such actionconsent. (bc) Each The Company and each of its Subsidiaries, with the cooperation of Merger Co, will take all commercially reasonable steps, and proceed diligently and in good faith to submit pre-acquisition review applications with the DOE within 15 Business Days of the parties hereto agrees date of this Agreement and promptly to submit other applications, notices and submissions with DOE and other Education Departments and Accrediting Bodies which must be filed prior to the Closing in order for the Company to obtain (i) all Education Department and Accrediting Body approvals and permits which must be obtained prior to the Closing in order for Merger Co to operate the Schools as they are currently operated and for the Schools to participate in all of the Student Financial Assistance Programs, including the Title IV Programs, under the ownership of Merger Co (collectively, the "Pre-Closing Education Consents," identified as such in Section 3.05(b)(vii) of the Company Disclosure Schedule), and (ii) all Education Department and Accrediting Body approvals and permits which must be obtained after the Closing in order for Merger Co to operate the Schools as they are currently operated and for the Schools to participate in all of the Student Financial Assistance Programs, including the Title IV Programs, under the ownership of Merger Co (collectively, the "Post-Closing Education Consents" identified as such in Section 3.05(b)(vii) of the Company Disclosure Schedule); provided, however, that the Company (including any of its Subsidiaries) shall not file any application, notice or other submission to the DOE, any Education Department or any Accrediting Body without providing Merger Co a reasonable opportunity to review such application, notice or other submission and without obtaining the consent of Merger Co (which consent shall not be unreasonably withheld, conditioned, or delayed). The Company and each of its Subsidiaries and Merger Co will cooperate with each other and use will take all commercially reasonable steps to ensure that any response from the DOE to the DOE pre-acquisition review application does not contain any of the conditions set forth in Section 7.02(f)(ii)(B). (d) The Company and Merger Co will promptly and regularly advise each other concerning the occurrence and status of any discussions or other communications, whether oral or written, with any Education Department, Accrediting Body, or other third party with respect to any Pre-Closing Education Consents or Post-Closing Education Consents, including any material difficulties or material delays experienced in obtaining any such consent, and of any adverse conditions proposed, considered, or requested with respect to any such consent. Merger Co will cooperate fully with the Company in its reasonable best efforts to vigorously contest and resist obtain any Actionsuch consent, including administrative the timely submission of any information or judicial Actionmaterials requested by an Education Department or Accrediting Body with respect to obtaining such consents. The Company will allow Merger Co's Representatives to participate in any meetings or telephone calls with any Education Department or Accrediting Body to discuss the status of any such consent and will not engage in any such meetings or telephone calls without such participation (unless Merger Co elects not to participate or fails to make its Representatives reasonably available in a timely manner), provided, however, that the Company and its Representatives will confer in advance with Merger Co and its Representatives to have vacated, lifted, reversed agree on issues to be discussed in such meetings or overturned telephone calls and neither party nor its Representatives will introduce any decree, judgment, injunction issues that are not agreed to in advance and will not respond to any compliance issues first introduced in such meetings or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appealtelephone calls.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries as are set forth in Section 9.02(j) necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees shall keep each other apprised of the status of matters relating to cooperate and use its reasonable best efforts to vigorously contest and resist any Actionthe Transactions, including administrative promptly notifying the other parties of any communication it or judicial Actionany of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to have vacatedthe extent practicable consult about, liftedany proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, reversed or overturned any decree, judgment, injunction investigation or other order (whether temporaryinquiry unless it consults with the other parties in advance and, preliminary to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreement, the parties will 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. Subject to the terms of the Confidentiality Agreement, the parties will provide each other with copies of all material correspondence, filings or permanent) communications, including any documents, information and data contained therewith, 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 and the Transactions contemplated hereby. No party shall take or cause to be taken any action before any Governmental Authority that is in effect and that restricts, prevents inconsistent with or prohibits intended to delay its action on requests for a consent or the consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto Parties shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, including using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts Contracts with the Company and the Subsidiaries Studio Entities as are set forth in Section 3.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceTransactions. In case, at any time after the Effective TimeClosing, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement Party shall use their reasonable best efforts to take all such action. Subject to the terms and conditions of this Agreement, the Parties agree to use their reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) to 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 the Transactions and cause the conditions to the Transactions to be satisfied. In furtherance and not in limitation of the foregoing, each of the Parties shall (and shall cause their respective Subsidiaries and Affiliates to) (i) promptly, but in no event later than fifteen (15) Business Days after the date hereof, to file or cause to be filed any and all required notification and report forms under the HSR Act with respect to the Transactions contemplated by this Agreement, (ii) use all reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, and (iii) supply or cause to be supplied to any Governmental Authority as promptly as practicable any additional information or documentary material that may be requested pursuant to any Law or by such Governmental Authority. (b) Each of the Parties shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other Parties of any material communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to the extent practicable consult about and consider in good faith the views of the other party in connection with, any proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party to this Agreement shall agree to participate in any material meeting, or video or telephone conference, with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting or conference. Subject to the terms of the Confidentiality Agreement, 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. Subject to the terms of the Confidentiality Agreement, the Parties shall provide each other with copies of all material correspondence, filings (other than each Party’s filing pursuant to the HSR Act) or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions, provided, that such communications may be redacted (x) to remove references concerning the valuation of the businesses of LG Parent and its Subsidiaries, or proposals from third parties hereto agrees with respect thereto, (y) as necessary to cooperate comply with contractual agreements and use (z) as necessary to address reasonable privilege or confidentiality concerns. The Parties, as they deem advisable and necessary, may designate any competitively sensitive material provided to the other under this Section 6.06(b) as “Outside Counsel Only Material,” and such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed to other Representatives of the recipient unless express written permission is obtained in advance from the source of the materials or its reasonable best efforts legal counsel. No Party shall take or cause to vigorously contest be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions, including withdrawing its filing under the HSR Act or entering into any timing agreement with any Governmental Authority without the written consent of the other Party. (c) From and resist after the date of this Agreement until the earlier of the StudioCo Amalgamation Effective Time or termination of this Agreement in accordance with its terms, the Parties shall each notify the other in writing promptly after learning of any Action, including any shareholder or equityholder demands or other shareholder or equityholder Actions (including derivative claims), relating to this Agreement, any other Transaction Document or any matters relating thereto (collectively, the “Transaction Litigation”) commenced or threatened against, in the case of SEAC, SEAC Entities or any of their Representatives (in their capacity as a Representative of such Person) or, in the case of LG Parent, Studio HoldCo, StudioCo or any Studio Entity or any of its Subsidiaries, or any of their respective Representatives (in their capacity as a Representative of such Person). The Parties shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in (but not, for the avoidance of doubt, control) the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other; provided, that, in no event shall (x) SEAC, the SEAC Entities or any of their Representatives settle or compromise any Transaction Litigation without the prior written consent of LG Parent (not to be unreasonably withheld, conditioned or delayed) or (y) LG Parent, Studio HoldCo, StudioCo or any Studio Entity or any of its Subsidiaries, or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of SEAC (not to be unreasonably withheld, conditioned or delayed). (d) Nothing in this Section 6.06 obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any entity, facility or asset of such Party or any of its Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, (iv) enter into new licenses or other agreements, or (v) to litigate or contest any administrative or judicial Action, and to have vacated, lifted, reversed action or overturned proceeding or any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) that , challenging the Transaction or this Agreement as violative of any antitrust law, and no Party shall agree to any of the foregoing measures in connection with this Section 6.06, except with the other Parties’ prior written consent. Notwithstanding anything to the contrary but subject to the following proviso, in no event shall LG Parent or any of its Subsidiaries, on the one hand, or SEAC or the SEAC Entities or any of their Affiliates, on the other hand, be obligated to agree to any restrictions on its businesses, divisions, operations, or product lines or bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which it is a party or otherwise required in effect and that restricts, prevents or prohibits connection with the consummation of the Transactions; provided, includingthat, without limitationfor the avoidance of doubt, by vigorously pursuing all available avenues the foregoing shall not in any way limit SEAC’s and the SEAC Entities’, or any of administrative and judicial appealtheir Affiliates’, express obligations set forth in the other provisions of this Agreement regarding bearing any expenses or paying any fees with respect to the SEAC Shareholder Approvals or the approval of the SEAC Warrant Agreement Amendment.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions hereofof this Agreement, each of the parties hereto Parties shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the German Competition Act or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts Contracts with the Company and the Subsidiaries as are set forth in ‎Section 3.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent"s ability to operate, the Company and the Subsidiaries or any portion thereof or any of Parent"s or its affiliates" other assets or businesses in a manner consistent with past practiceTransactions. In case, at any time after the Effective TimeClosing, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement Party shall use their reasonable best efforts to take all such action. Subject to the terms and conditions of this Agreement, the Parties agree to use their reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) to 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 the Transactions and cause the conditions to the Transactions to be satisfied. (b) Each of the parties hereto agrees Parties shall keep each other apprised of the status of matters relating to cooperate and use its reasonable best efforts to vigorously contest and resist any Actionthe Transactions, including administrative promptly notifying the other Parties of any communication it or judicial Actionany of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to have vacatedthe extent practicable consult about, liftedany proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party to this Agreement shall agree to participate in any meeting, reversed or overturned video or telephone conference, with any decreeGovernmental Authority in respect of any filings, judgment, injunction investigation or other order (whether temporaryinquiry unless it consults with the other Parties in advance and, preliminary to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting or permanent) conference. Subject to the terms of the Confidentiality Agreement, 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. Subject to the terms of the Confidentiality Agreement, the Parties shall provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions. No Party shall take or cause to be taken any action before any Governmental Authority that is in effect and that restricts, prevents inconsistent with or prohibits intended to delay its action on requests for a consent or the consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.