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 of 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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. 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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 As soon as practicable, and in any event no later than ten (10) business days after the terms and subject to the conditions of this Agreementdate hereof, each of the parties hereto shall (i) file any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby and (ii) make promptly its respective filingsall such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and thereafter in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other required submissionssuch information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other applicable foreignpromptly apprised of the content and status of any communications with, federal or state antitrustand communications from, competition or fair trade Laws any Governmental Authority with respect to the Transactions Merger and (ii) use 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 to consummate and make effective the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, includingto the extent applicable, without limitation, using under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties clearances pursuant to contracts with the Company filings made under the HSR Act and the Subsidiaries as are necessary for Applicable Non-U.S. Antitrust Laws. To the consummation extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the Transactions and other party to fulfill the conditions participate in meetings (whether by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the Offer and the Merger. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of contrary in 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 in connection with obtaining any approval or consent from any other provision of this Agreement person with respect to the contraryMerger, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority (i) without the prior written consent of ParentParent (which shall not be unreasonably withheld or delayed), to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion none of the business or assets (whether tangible or intangible) of the Company, Parent Company or any of their subsidiaries 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 due to such person and (ii) no party or 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, make any commitment or to incur any liability; provided, however, that is material to either Parent and its subsidiaries or such party shall give the Company and the Subsidiaries, in each case, taken as a whole. (b) Each of the other parties hereto agrees the opportunity 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 appealmake such payments.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto Parent shall (i) as promptly as practicable make promptly its respective any filings, and thereafter make any other required submissions, under with respect to the HSR Act Transactions with or to each Governmental Authority with jurisdiction over enforcement of the antitrust or competition Laws if such filing is specified by Parent to the Company in writing (the “Specified Filings”), and each party shall reasonably coordinate and cooperate with the other parties in exchanging such information and providing such assistance as Parent may reasonably request in connection therewith. In addition, each of the parties hereto shall (i) notify the other parties as promptly as practicable of any communication (whether oral or written) it or any of its affiliates receives from any Governmental Authority in connection with the Transactions, (ii) permit the other parties to review in advance, and consult with the other parties on (and obtain the prior written consent of Parent with respect to), any proposed filing, submission or communication (whether oral or written) by such party with or to any Governmental Authority in connection with the Transactions (including, for the avoidance of doubt, the Specified Filings), and (iii) to the extent permitted by such Governmental Authority, give the other parties the opportunity to attend and participate at (and obtain the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the Company or Parent, as applicable, with respect to agreeing to or scheduling) any meeting or conference with any Governmental Authority in connection with the Transactions. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor Parent or Merger Sub shall make any filings or submissions with respect to the Transactions with or to, or seek any approvals from, any Governmental Authority with jurisdiction over enforcement of antitrust or competition Laws other than the Specified Filings. (b) Notwithstanding anything in this Agreement to the contrary, with respect to the matters covered in this Section 6.07, Parent shall, after consulting with the Company and considering the Company’s views in good faith, to the extent permitted by applicable foreignLaw, federal or state antitrust, competition or fair trade Laws take the lead in communicating with any Governmental Authority with respect to the Transactions and (ii) use reasonable best efforts developing strategy for responding to take, any investigation or cause other inquiry by any Governmental Authority related to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Transactions, includingand, without limitationsubject to its obligations under Section 6.07, using its reasonable best efforts shall make all final decisions with respect to obtain all Permitsany requests that may be made by, or any actions, consents, undertakings, approvals, authorizationsor waivers that may be sought by or from, qualifications any Governmental Authority related to the Transactions, including determining the manner in which to contest or otherwise respond, by litigation or otherwise, to objections to, or proceedings or other actions by any Governmental Authority related to the Transactions. (c) Each party hereto shall, upon request by any other party, furnish such other party with all information concerning itself, its Subsidiaries, directors, officers and orders of Governmental Authorities shareholders and parties to contracts such other matters as may be reasonably necessary or advisable 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. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this AgreementProxy Statement, 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 Schedule 13E-3, or any other provision of this Agreement to the contrarystatement, in no event shall Parent filing, notice or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent application made by or on behalf of Parent, to divest or hold separateMerger Sub, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent Company or any of their subsidiaries that is material respective affiliates to either Parent and its subsidiaries or any Governmental Authority in connection with the Company Merger and the Subsidiaries, in each case, taken as a wholeTransactions. (bd) Each Subject to the restrictions and other provisions of the parties this Section 6.07, each party hereto agrees to cooperate and shall use its reasonable best efforts to vigorously contest do and resist any Actionperform, including administrative or judicial Actioncause to be done and performed, all such further acts and things as may be necessary or desirable in order 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, 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 of this Agreement, each Each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use all 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 or otherwise to consummate and make effective the Transactionstransactions contemplated by this Agreement as promptly as practicable, including, without limitation, using its all 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, Acquiror or any Company and the Subsidiaries Subsidiary or Acquiror Subsidiary as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Mergertransactions 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 all reasonable best efforts to take all such action. Notwithstanding Without limiting the foregoing generality of the foregoing, Acquiror shall use all reasonable best efforts to cause Merger Sub to perform its obligations under this Agreement and to effect the transactions contemplated hereby. (b) During the Interim Period, each of the parties hereto shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other provision Person: (i) challenging or seeking damages in connection with the Merger or the conversion of Company Common Stock into the Merger Consideration pursuant to the Merger; or (ii) seeking to restrain or prohibit the consummation of the Merger or any of the transactions contemplated by this Agreement or otherwise to limit the contrary, in no event shall Parent right of Acquiror to own or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, operate all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (bc) Each of the parties hereto agrees to cooperate and shall use its reasonable best efforts to vigorously contest and resist refrain from taking any Actionaction, including administrative or judicial Actionentering 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 that would 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 of 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 Act transactions contemplated by this Agreement, including, without limitation, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or other applicable foreign, federal or state antitrust, competition or fair trade 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 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 Requisite Regulatory Approvals and the approval of the Transactions applicable Governmental Authority under the AML Rules. Notwithstanding the foregoing or any other provision of this Agreement, the Company agrees that Parent shall have the right to determine and to fulfill direct the conditions to strategy and process by which the Offer Parties will seek the Requisite Regulatory Approvals and the Mergerapproval of the applicable Governmental Authority under the AML Rules 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 action 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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 of this Agreementhereof, each of the parties hereto shall (i) make promptly use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 laws and 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 MergerFinancing and (iii) using its reasonable best efforts to oppose, defend against, remove and appeal any injunction, order, decree or ruling restraining, enjoining or otherwise prohibiting the Offer, the Merger or any of the other Transactions. 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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 and subject to the conditions of this Agreementherein provided, each of the parties hereto shall (i) make promptly agrees to use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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 assist Parent 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 Authorities Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and parties the transactions contemplated hereby. (b) Each of Parent and the Company shall use their respective reasonable best efforts to contracts resolve 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 as are necessary for HSR Act with the consummation Federal Trade Commission (the “FTC”) and the Antitrust Division of the Transactions Department of Justice (the “Antitrust Division”) and shall respond as promptly as practicable to fulfill all inquiries received from the conditions FTC or 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 Offer 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 Merger. 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 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 Company shall take or cause to this Agreement shall use their reasonable best efforts to take be taken all such necessary action. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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, includingParent shall not be required to agree to or 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, 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 Subject to the terms and subject to the conditions of 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) party will use 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 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. 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, 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 action. Notwithstanding other actions necessary, proper or advisable to cause the foregoing expiration or termination of the applicable waiting periods under the HSR Act and any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken applicable Antitrust Laws as a wholesoon 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 under any Antitrust Law 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 Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto Party shall (i) make promptly use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use reasonable best efforts to take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws Applicable Law to consummate and make effective the TransactionsMergers and the other transactions contemplated hereby. Without limiting the generality of the foregoing, including, without limitation, using its the Parties will use their respective reasonable best efforts to (a) prepare and file as soon as practicable all forms, registrations and notices relating to antitrust, competition, trade or other regulatory matters that are required by Applicable Law to be filed in order to consummate the Merger and the other transactions contemplated hereby, and take such actions as are reasonably necessary to obtain all Permitsany requisite approvals, consents, approvalsorders, authorizationsexemptions or waivers by, qualifications or to avoid an action or proceeding by, any Governmental Authority relating to antitrust, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) any Notification and orders of Governmental Authorities Report Forms and parties to contracts related material required in connection with the Company HSR Act with the United States Federal Trade Commission (“FTC”) and with the Subsidiaries as are necessary for the consummation Antitrust Division of the Transactions United States Department of Justice (“Antitrust Division”) in connection with the HSR Act (which shall be filed no later than ten (10) Business Days following the date of this Agreement) and (ii) any form or report required by any other Governmental Authority relating to any other Regulatory Approval, (b) take all actions necessary to cause all conditions set forth in Article 7 (including the prompt termination of any waiting period under the HSR Act (including any extension of the initial thirty (30) day waiting period thereunder)) to be satisfied as soon as practicable and (c) execute and deliver any additional instruments necessary to consummate the Mergers and to fulfill the conditions to the Offer and the Merger. In case, at any time after the Effective Time, any further action is necessary or desirable to fully carry out the purposes of this Agreement; provided, however, that the proper officers Parties hereto understand and directors of each party to this Agreement shall use their agree that the reasonable best efforts to take all such action. Notwithstanding the foregoing or of any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries Party hereto shall not require any Party or its Affiliates or Subsidiaries to: (i) agree with to or effect any Governmental Authority without the prior written consent of Parent, to divest divestiture or hold separatehold-separate order, or enter into any licensing license or similar arrangement agreement with respect to, all or agree to restrict its ownership or operation of, any portion of the business or assets (whether tangible or intangible) of the Company, Parent any Party or any of their subsidiaries that is material to either Parent and its subsidiaries Affiliates or the Company and the Subsidiaries, in each case(ii) enter into, taken as a wholeamend, or agree to enter into or amend, any contracts of any Party or any of its Affiliates or Subsidiaries or (iii) otherwise waive, abandon or alter any material rights or obligations of any Party or any of its Subsidiaries or Affiliates. (b) Each Party shall furnish all information required to be included in any application or other filing to be made pursuant to the rules and regulations of any Governmental Authority in connection with the Mergers and the other transactions contemplated hereby. Subject to Applicable Law and the attorney-client and similar applicable privileges, Parent and the Company shall have the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, all the information relating to the other and each of their respective Subsidiaries and Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Mergers and the other transactions contemplated hereby. (c) Each Party shall (a) subject to Section 6.06(d) below, respond as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from the FTC or the Antitrust Division and to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with Regulatory Approvals and antitrust matters, (b) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent of the parties hereto agrees other Parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed) and (c) not enter into any agreement with the FTC or the Antitrust Division agreeing not to cooperate consummate the Mergers or the other transactions contemplated by this Agreement. Except for the Mergers and use without limiting the Parties’ other obligations under this Agreement, none of the Parties shall enter into or consummate any merger or other acquisition of a business or any similar transaction (other than a license of Intellectual Property entered into in the ordinary course of business), that would reasonably be expected to make it less likely that the conditions set forth in Section 7.01(b) and Section 7.01(c) would be satisfied in a timely manner. (d) In connection with and without limiting the foregoing, each Party shall, subject to Applicable Law and except as prohibited by any applicable representative of any applicable Governmental Authority: (a) promptly notify the other Parties of any material written communication to that Party from the FTC, the Antitrust Division, any State Attorney General or any other regulatory Governmental Authority concerning this Agreement, the Mergers or the other transactions contemplated hereby, and permit the other Parties to review in advance (and to consider any comments made by the other Parties in relation to) any proposed written communication to any of the foregoing, (b) not participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement, the Mergers or the other transactions contemplated hereby 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 in such meeting, telephone call or discussion and (c) subject to the attorney-client and similar applicable privileges, furnish outside legal counsel for the other Parties with copies of all correspondence, filings, and written communications (and memoranda setting forth the substance thereof) between such Party and its reasonable best efforts to vigorously contest Affiliates and resist their respective Representatives on the one hand, and any ActionGovernmental Authority, including administrative any regulatory authority, or judicial Actionits members or their respective staffs on the other hand, with respect to this Agreement, the Mergers and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or the 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 appealtransactions contemplated hereby.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties party hereto shall (i) make promptly will use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use reasonable best efforts to (and, in the case of Parent, cause each other member of 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 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 cause the conditions to Closing to be satisfied. (b) In furtherance and not in limitation of the Offer and the Merger. In caseforegoing, 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 any and all such actionother actions reasonably necessary, proper or advisable to obtain approval, consent, clearance or expiration of waiting periods from appropriate Governmental Authorities under the PRC Anti-Monopoly Law as soon as practicable. Notwithstanding the foregoing or any other provision of this Agreement anything to the contrarycontrary in this Agreement, in no event shall Parent any party hereto or Purchaser any of its Affiliates be obligated torequired to offer, and agree or consent to any of the Company and following measures: (A) the sale, assignment, transfer, divestiture, holding separate or other disposition any assets, business or portion of business of such party or its Subsidiaries shall not agree with Affiliates or (B) the imposition of any Governmental Authority without the prior written consent of Parentrestriction, to divest licensing, access or hold separateother requirements, or enter into any licensing limitation on the operation of the business or similar arrangement with respect to, all or any portion of the business of such party or assets its Affiliates. The parties shall make an appropriate filing pursuant to the PRC Anti-Monopoly Law with respect to the Transactions as promptly as practicable following the date hereof and in any event within twenty (whether tangible or intangible20) of Business Days after the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a wholedate hereof. (bc) Each Notwithstanding the foregoing, each of the parties hereto agrees to cooperate shall mutually agree on the strategy and process as soon as practicable by which the parties will seek the PRC Anti-Monopoly Law approval; and shall use its reasonable best efforts to vigorously (i) supply as promptly as reasonably practicable any additional information and documentary material that may be requested by a Governmental Authority pursuant to the PRC Anti-Monopoly Law; (ii) 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; (iii) subject to applicable Law, furnish to the other party hereto as promptly as reasonably practicable all information required for any application or other filing to be made by the other party hereto pursuant to any applicable Law in connection with the Transactions; (iv) promptly notify the other party hereto of any substantive communication received by such party from, or given by such party to, the Ministry of Commerce of the PRC (“MOFCOM”) or any other applicable Governmental Authority 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 and, subject to applicable Law, furnish the other party hereto promptly with copies of all correspondence and communications between them and the MOFCOM or any other Governmental Authority with respect to the Transactions; (v) 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 MOFCOM or any other Governmental Authority in respect of such registrations, declarations and filings or such Transactions; and (vi) permit the other party hereto 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 MOFCOM or any other Governmental Authority or, in connection with any proceeding by a private party, with any other person; provided that each party hereto shall be entitled to redact material (1) to comply with contractual arrangements, (2) to address good faith legal privilege or confidentiality concerns or (3) to the extent relating to Company valuation and similar matters relating to the Amalgamation. (d) No party hereto shall independently participate in any substantive meeting or communication with any Governmental Authority in respect of any such filings, investigation or other inquiry relating to Section 7.08(b) or Section 7.08(c) without giving the other parties hereto sufficient prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate in such substantive meeting or communication. (e) Subject to the obligations under Section 7.08(b) and Section 7.08(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority under the Antitrust Laws in a court of competent jurisdiction challenging the Amalgamation or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, each of Parent, Amalgamation Sub and the Company shall, and Parent shall cause each member of the Parent Group to, cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any Actionsuch action or proceeding until the entry of a judgment on the merits in such action or proceeding (regardless of whether such judgment is appealable). Notwithstanding the foregoing, including the Company shall not be required to agree to any term or take any action in connection with its obligations under this Section 7.08(e) that is not conditioned upon consummation of the Amalgamation. Nothing in this Agreement shall require Parent or Amalgamation Sub to initiate any administrative or judicial Action, action or proceeding against a Governmental Authority regarding the Amalgamation or the other Transactions. (f) The parties hereto acknowledge and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) agree that is in effect and that restricts, prevents or prohibits consummation all obligations of the TransactionsCompany, including, without limitation, Parent and Amalgamation Sub related to regulatory approvals required under Antitrust Laws shall be governed exclusively by vigorously pursuing all available avenues of administrative and judicial appealthis Section 7.08.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions of 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 and under any applicable antitrust or other applicable foreign, federal or state antitrust, competition or fair trade Laws Law of any foreign Governmental Authority having jurisdiction 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 or otherwise to consummate and make effective the TransactionsMerger, 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 other third party consents, approvals and the Subsidiaries authorizations as are necessary for the consummation of the Merger and the Transactions and to fulfill the conditions to the Offer Merger (which, in the case of the Company, shall exclude those conditions set forth in Section 7.03(a) or (b) and, in the case of Parent, shall exclude those conditions set forth in Section 7.02(a) or (b)). (b) Without limiting the generality of the undertakings pursuant to this Section 6.08, each of the Company and Parent agrees to take or cause to be taken the following actions: (i) the prompt provision to each and every federal, state, local or foreign Governmental Authority having jurisdiction over enforcement of any applicable antitrust or competition Laws (“Government Antitrust Entity”) of non-privileged information and documents requested by any Government Antitrust Entity; (ii) the prompt use of its reasonable best efforts to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger, including, without limitation, the defense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any person or entity, including, without limitation, any Governmental Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions and the proffer and agreement of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Government Antitrust Entity giving effect thereto) no later than 60 days from the date hereof if such action should be reasonably necessary or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (x) commencement of any proceeding in any forum or (y) issuance of any order, decree, decision, determination or judgment that would materially delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger by any Government Antitrust Entity; and (iii) the prompt use of its reasonable best efforts to take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger. In case, at any time after the Effective Time, any further action is and all steps (including, without limitation, the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (ii) of this Section 6.08(b)) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or desirable remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to carry out permit such consummation on a schedule as close as possible to that contemplated by this Agreement. (c) Notwithstanding anything contained in this Section 6.08 to the contrary, Section 6.08(b) shall not be deemed to require either Parent or the Company or any Subsidiary or affiliate thereof to take or agree to take any Action of Divestiture with respect to their respective assets which would be materially adverse to the business, financial condition, assets or results of operations of Parent and its Subsidiaries taken as a whole following the Merger (excluding the loss of any cost savings or revenue enhancements expected as a result of the Merger and the consolidated operations of Parent, the Company and their Subsidiaries thereafter). For purposes of this Agreement, an “Action of Divestiture” shall mean making proposals, executing or carrying out agreements providing for the proper officers and directors license, sale or other disposition or holding separate (through the establishment of each party to this Agreement shall use their reasonable best efforts to take all such action. Notwithstanding the foregoing a trust or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangibleotherwise) of any assets or categories of assets that are material to the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries respective Subsidiaries or the holding separate of capital stock of the Company, or imposing or seeking to impose any limitation on the ability of Parent, the Company and the or any of their respective Subsidiaries, in each caseto conduct their respective businesses or own such assets or to acquire, taken as a whole. (b) Each hold or exercise full rights of ownership 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 business of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appealCompany.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) make promptly use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 Law to consummate and make effective the Transactionstransactions contemplated hereby, 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 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. 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. Notwithstanding Without limiting the foregoing generality of the foregoing, Parent shall discuss in good faith and agree to increase the amount of the Cash Consideration (subject to a corresponding decrease in the amount of the Stock Consideration) in the event that it is determined that the number of shares of Parent Common Stock to be issued in the Merger and the Advisor Merger would require the approval of the stockholders of Parent under the listing standards of the NYSE. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to Section 6.07(a), including the preparation and making of any filings referred to therein and, if requested, amending or any other provision furnishing additional information thereunder, including, subject to applicable Law and the Confidentiality Agreement, providing copies of this Agreement all related documents to the contrary, in no event shall Parent or Purchaser be obligated tonon-filing party and their advisors prior to filing, and to the Company extent practicable and its Subsidiaries shall not agree 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 prior written consent other party. Each party shall keep the other apprised reasonably promptly of Parentthe content and status of any communications with, to divest or hold separateand communications from, or enter into any licensing or similar arrangement Governmental Authority with respect toto the transactions contemplated hereby. To the extent practicable and permitted by a Governmental Authority, all or any portion each party hereto shall permit representatives of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material other party to either Parent participate in meetings and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a wholecalls with such Governmental Authority. (bc) Notwithstanding any other provision contained herein, the Company shall, with respect to any U.S. federal tax filing relating to the REIT status of the Company that is filed by the Company between the date hereof and Closing, give Parent 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 the Company in its sole discretion) that are provided by Parent 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 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 of this Agreement, each of the parties hereto shall (i) as promptly as practicable make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions with or to each Governmental Authority with jurisdiction over enforcement of the antitrust or competition Laws that is specified by Parent in writing (the “Specified Filings”), 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. In addition, each of the parties hereto shall (i) notify the other parties as promptly as practicable of any communication (whether oral or written) it or any of its affiliates receives from any Governmental Authority in connection with the Transactions, (ii) permit the other parties to review in advance, and consult with the other parties on (and obtain the prior written consent of Parent with respect to), any proposed filing or written submission by such party or any communication (whether oral or written) voluntarily initiated by such party (not in response to any inquiry or request for information from any Governmental Authority) with or to any Governmental Authority in connection with the Transactions, (iii) use reasonable best efforts to takeconsult with the other parties, to the extent practicable and permitted by such Governmental Authority, in advance of any other communication (whether oral or written) with or to any Governmental Authority in connection with the Transactions and (iv) to the extent permitted by such Governmental Authority, give the other parties the opportunity to attend and participate at any meeting or conference with any Governmental Authority in connection with the Transactions that was requested by such Governmental Authority and obtain the prior written consent of Parent before initiating or voluntarily requesting any such meeting or conference. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor Parent or Merger Sub shall make any filings or submissions with or to, or seek any approvals from, any Governmental Authority with jurisdiction over enforcement of antitrust or competition Laws other than the Specified Filings. (b) The Company and Parent shall (i) as promptly as practicable after the date hereof, cooperate to prepare the notice pursuant to Exon-▇▇▇▇▇▇ to be used to seek the CFIUS Approval, (ii) provide or cause to be taken, all appropriate action, and provided as promptly as practicable to do, CFIUS information or cause to be done, all things documents required by CFIUS or necessary, proper or advisable under applicable Laws 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 permit the consummation of the Transactions and to fulfill transaction, (iii) promptly inform the conditions other parties of any communication received by such party from, or given by such party to, CFIUS, (iv) to the Offer extent permitted by applicable Law, permit the other parties to review any communication given by it to, and consult with each other in advance of any meeting or conference with, CFIUS, and (v) if permitted by CFIUS, give the Mergerother parties the opportunity to attend and participate in such meetings and conferences; provided that, in any event, to the extent permitted by applicable Law, the Company shall be required to obtain the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed) in advance of submitting or providing any information, documents or communications to, or agreeing to or scheduling any meeting or conference with, CFIUS. In caseIf requested by Parent in writing in connection with obtaining the CFIUS Approval, the Company shall, or shall commit to, hold separate, restructure, reorganize, sell, divest, dispose of or make subject to operational or other restrictions any of its businesses, services or assets prior to, at or following the Closing (provided that any time after such action shall be subject to the Effective Timeoccurrence of the Closing and any such action taken prior to Closing shall be terminable in the event that the Closing does not occur or this Agreement is terminated); provided that, any further action is necessary or desirable notwithstanding anything to carry out the purposes of this Agreementcontrary herein, the proper officers and directors of each party to nothing in this Agreement shall use require Parent, Merger Sub or any of their reasonable best efforts respective affiliates to take all or commit to take any such action. Notwithstanding actions or otherwise take or commit to any other action that limits its freedom of action (or the foregoing freedom of action of the Company or any other provision of its Subsidiaries) with respect to, or its ability (or the ability of the Company or any of its Subsidiaries) to retain, any of its businesses, services or assets (or any businesses, services or assets of the Company or any of its Subsidiaries). (c) Notwithstanding anything in this Agreement to the contrary, with respect to the matters covered in no event shall this Section 6.07, Parent or Purchaser be obligated toshall, and after consulting with the Company and its Subsidiaries shall not agree considering the Company’s views in good faith, to the extent permitted by applicable Law, take the lead in communicating with any Governmental Authority without and developing strategy for responding to any investigation or other inquiry by any Governmental Authority related to the prior written consent Transactions, and, subject to its obligations under Section 6.07, shall make all final decisions with respect to any requests that may be made by, or any actions, consents, undertakings, approvals, or waivers that may be sought by or from, any Governmental Authority related to the Transactions, including determining the manner in which to contest or otherwise respond, by litigation or otherwise, to objections to, or proceedings or other actions by any Governmental Authority related to the Transactions. (d) 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, to divest or hold separateMerger Sub, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent Company or any of their subsidiaries that is material respective affiliates to either Parent and its subsidiaries or any Governmental Authority in connection with the Company Merger and the Subsidiaries, in each case, taken as a wholeTransactions. (be) Each Upon the written request of Parent, the Company shall use commercially reasonable efforts to provide notice to or obtain consent from, as applicable, the counterparty to any Contract set forth in Section 3.05(a)(iii) of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial ActionCompany Disclosure Schedule in connection with the transactions contemplated by this Agreement, and will consult with Parent prior to have vacated, lifted, reversed or overturned seeking any decree, judgment, injunction such consent; provided that no Group Company shall be required prior to the Effective Time to pay any consent or other order similar fee to obtain the consent, waiver or approval of any person. (whether temporaryf) Not later than seven (7) days after the date of this Agreement, preliminary or permanent) the Company shall deliver to Parent a schedule that is in effect and that restricts, prevents or prohibits consummation sets forth the following information with respect to each Company Share Award outstanding as of the Transactions, including, without limitation, by vigorously pursuing all available avenues date hereof: (i) the name of administrative the Company Share Award recipient; (ii) the particular Share Incentive Plan pursuant to which such Company Share Award was granted; (iii) the number and judicial appealtype of Shares subject to such Company Share Award; (iv) the exercise or purchase price of such Company Share Award; (v) the date on which such Company Share Award was granted; (vi) the vesting schedule of such Company Share Award; and (vii) the date on which such Company Share Award expires.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreementhereof, 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 Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign, federal or state antitrust, competition or fair trade Laws 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 Parent nor Merger Sub will be required by this Section 7.8 to (A) prohibit or limit the ownership or operation by the Company, Parent, Merger Sub or any of their 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) 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 Parent or the Company that is material in relation to the Company and its Subsidiaries taken as a whole. 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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 of this Agreementhereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws 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 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. 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. Notwithstanding the foregoing . (b) If any "fair price," "control share acquisition" or other similar anti-takeover statute or regulation or any other applicable anti-takeover provision in the Company's Certificate of this Agreement Incorporation or By-Laws is or may become applicable to the contraryCompany or the Transactions, in no event shall each of Parent or Purchaser be obligated to, and the Company and its Subsidiaries Board shall not agree with any Governmental Authority 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 limiting the prior written consent generality of Parentthe foregoing, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, promptly provide Parent or any of their subsidiaries that is material to either Parent such Affiliate with all information and its subsidiaries or documentation concerning the Company and the Subsidiaries, Notes as Parent or such Affiliate may reasonably request in each case, taken as a whole. (b) Each connection with the making 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 appealDebt Tenders.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) make promptly Party will use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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. In case, at HSR Act or any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers other Antitrust Laws and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. Notwithstanding other reasonable actions necessary, proper or advisable to cause the foregoing expiration or termination of the applicable waiting periods under the HSR Act and any other provision of this Agreement to applicable Antitrust Laws as soon as reasonably practicable. Purchaser shall bear the contrary, in no event shall Parent or Purchaser be obligated to, and sole responsibility for the Company and its Subsidiaries shall not agree fees associated with any Governmental Authority without all filings under the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a wholeHSR 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 of this Agreement, each of the parties hereto shall (i) make promptly use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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. 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. Notwithstanding . (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 foregoing preparation and making of any filings referred to therein and, if requested, amending or any other provision furnishing additional information thereunder, including, subject to applicable Law, providing copies of this Agreement all related documents to the contrary, in no event shall Parent or Purchaser be obligated tonon-filing party and their advisors prior to filing, and to the Company extent practicable and its Subsidiaries shall not agree 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 prior written consent other party. Each party shall keep the other apprised reasonably promptly of Parentthe content and status of any communications with, to divest or hold separateand communications from, or enter into any licensing or similar arrangement Governmental Authority with respect toto the transactions contemplated hereby. To the extent practicable and permitted by a Governmental Authority, all or any portion each party hereto shall permit representatives of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material other party to either Parent participate in meetings and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a wholecalls with such Governmental Authority. (bc) 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 Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto party shall (i) make promptly use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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. In case, at any time HSR Act by no later than ten (10) 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 action. Notwithstanding other actions necessary, proper or advisable to cause the foregoing 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 provision 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 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 use its reasonable best efforts to take or cause to be taken, all actions and use its reasonable best efforts to do, or cause to be done, 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 shall Parent or Purchaser will Buyer be obligated to, and the Company and its Subsidiaries shall not to propose or agree with to accept any Governmental Authority without the prior written consent of Parentundertaking or condition, to divest or hold separate, or enter into any licensing consent decree, to make any divestiture, to accept any operational restriction, or similar arrangement with respect totake any other action, all including any action listed in the preceding sentence, that, in the reasonable judgment of Buyer, could reasonably be expected individually or any portion in the aggregate to materially impair either the expected operations of the business Business or assets (whether tangible or intangible) the benefits that Buyer expected, as of the Companydate hereof, Parent or any to realize from the consummation of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a wholetransactions contemplated by this Agreement. (bd) Each 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 the parties hereto agrees to Buyer and Seller shall cooperate in all respects with each other and use its respective 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 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 of set 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things actions necessary, proper or 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 effective an appropriate filing of a Notification and Report Form pursuant to the TransactionsHSR 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 requested pursuant to the HSR Act; (ii) make any additional filings required by any applicable Competition Law and take all other actions reasonably necessary, including, without limitation, using its reasonable best efforts proper or advisable to obtain all Permits, consents, approvals, authorizations, qualifications cause the expiration or termination of the applicable waiting periods under the HSR Act or other Competition Laws as promptly as practicable; and orders of Governmental Authorities and parties (iii) subject to contracts with the Company applicable Laws relating to access to and the Subsidiaries as are necessary for the consummation exchange of the Transactions and to fulfill the conditions to the Offer and the Merger. In caseinformation, 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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, 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. To the extent permitted by Law, Parent shall have the right to direct all matters relating to compliance with Competition Laws in connection with any Transaction. (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, and the Company shall not, without limitationParent’s prior written consent, by vigorously pursuing all available avenues propose or agree to accept any undertaking or condition, enter 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 administrative and judicial appeal.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

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) make promptly use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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 II 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. 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. Notwithstanding . (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 foregoing preparation and making of any filings referred to therein and, if requested, amending or any other provision furnishing additional information thereunder, including, subject to applicable Law, providing copies of this Agreement all related documents to the contrary, in no event shall Parent or Purchaser be obligated tonon-filing party and their advisors prior to filing, and to the Company extent practicable and its Subsidiaries shall not agree 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 prior written consent other party. Each party shall keep the other apprised reasonably promptly of Parentthe content and status of any communications with, to divest or hold separateand communications from, or enter into any licensing or similar arrangement Governmental Authority with respect toto the transactions contemplated hereby. To the extent practicable and permitted by a Governmental Authority, all or any portion each party hereto shall permit representatives of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material other party to either Parent participate in meetings and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a wholecalls with such Governmental Authority. (bc) Notwithstanding any other provision contained herein, REIT II shall, with respect to any U.S. federal tax filing relating to the REIT status of REIT II that is filed by REIT II 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 II 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 of this Agreementhereof, each of the parties hereto shall (i) make promptly use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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, 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 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 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 action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) 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 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 assets, as the case may be, to Parent and its subsidiaries, taken as a whole, or to the Company and its subsidiaries, taken as a whole, under Instruction 4 of Item 2 of Form 8-K (any condition referred to in subsections (x) and (y) above, a "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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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 On the terms and subject to the conditions of this Agreement, each of the parties hereto shall, and shall cause their respective Representatives to, (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or other applicable foreign, federal or state antitrust, competition or fair trade 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 (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) 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 (C) 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) cooperate with the other parties hereto and, subject to Section 6.07(b) and Section 6.07(c) use its reasonable best efforts efforts, and cause its Subsidiaries to use their respective 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 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 including employing such resources as are necessary for to obtain the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a wholeRequisite Regulatory Approvals. (b) Each In furtherance and not in limitation of the covenants of the parties hereto agrees contained herein and subject to cooperate Section 6.07(c), 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 any applicable Governmental Authority or any private party challenging any of the Transactions as violating any Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, Merger Sub and the Company 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, includingwhich shall include in the case of the Company if (and only if) requested in writing by Parent, without limitationthe 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 business in a manner which would resolve such objections or suits; provided, however, that nothing herein shall require the Company or its Subsidiaries to take any action that is not contingent upon the occurrence of the Effective Time. (c) Each party hereto shall, upon request by vigorously pursuing 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 Schedule 13E-3, or any other statement, filing, notice or application made by or on behalf of administrative and judicial appealParent, Merger Sub, the Company or any of their respective Subsidiaries to any Third Party or any Governmental Authority in connection with the Transactions.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) make promptly agrees to use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 Law or otherwise to consummate and make effective the Transactions, and (ii) obtain from Governmental Authorities and third parties any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement. (b) 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, using its reasonable best efforts agreeing to obtain all Permitshold separate or to divest any of the businesses, consentsproducts or assets of Parent, approvalsMerger Sub, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and or any of their respective affiliates) or to avoid the Subsidiaries as are necessary for 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 and to fulfill the conditions to the Offer and the Merger. 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. Notwithstanding the foregoing or any other provision of anything in this Agreement to the contrary, in no event shall action taken by Parent or Purchaser be obligated toMerger Sub pursuant to this Section 6.05(d) shall entitle Parent to any diminution of the Merger Consideration, and the Company and its Subsidiaries shall not agree 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 assist Parent in obtaining (A) any estoppel 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 which the Company or any Subsidiary is a party. (f) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person (other than a Governmental Authority Authority) with respect to the Merger or any other Transaction, (i) without the prior written consent of ParentParent which shall not be unreasonably withheld, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion none of the business or assets (whether tangible or intangible) of the Company, Parent Company or any of their subsidiaries that its Subsidiaries shall pay or commit to pay to such person whose approval or consent is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist 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) 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 of 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 with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or other applicable foreign, federal or state antitrust, competition or fair trade 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 actionactions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions; provided, including, without limitation, using its that the parties hereto understand and agree that the 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. 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries hereto shall not agree be deemed to include (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority without in connection with the prior written consent of Parent, to divest transactions contemplated hereby or hold separate(B) divesting or otherwise holding separate (including by establishing a trust or otherwise), or enter into taking any licensing other action (or similar arrangement otherwise agreeing to do any of the foregoing) with respect to, all to any of its or any portion of the business or assets (whether tangible or intangible) of the Company, Parent Surviving Corporation’s Subsidiaries or any of their subsidiaries respective Affiliates’ business, assets or properties; provided, further, that nothing herein shall require the Company or any Company Subsidiary to take any such action that is material not contingent upon the Closing or that would be effective prior to either Parent and its subsidiaries or the Effective Time. In furtherance of the foregoing, the Company and Parent shall cooperate to mutually agree on the Subsidiariesstrategy and process by which the parties will seek the requisite regulatory approvals and shall both participate, to the extent practical, in each caseall 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 action to be taken as a wholepursuant to this Section 7.08(a)). (b) Each party hereto shall, upon request by any other party, furnish such other party with all information concerning itself, its Affiliates, directors, officers and stockholders 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 third party and/or 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 the 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 of 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 agrees to use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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 required to be obtained by Merger Co or the Company or any of Governmental Authorities and parties to contracts their respective subsidiaries in connection with the Company authorization, execution and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. 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 (iii) promptly make all necessary filings, and thereafter make any other required submission, with respect to this Agreement shall use their reasonable best efforts to take all such action. Notwithstanding and the foregoing Merger required under the HSR Act or any other provision 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, in no event action taken by Merger Co pursuant to this Section 6.09(b) shall Parent or Purchaser be obligated toentitle 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 (iii) in the case of the Company or any Subsidiary, otherwise reasonably requested by Merger Co. In the event that the Company shall fail to obtain any third party consent described above, the Company shall use its Subsidiaries reasonable best efforts, and shall not agree take such actions as are reasonably requested by Merger Co, to minimize any adverse effect upon the Company and Merger Co resulting, or which could reasonably be expected to result, after the Effective Time, from the failure to obtain such consent. (d) Notwithstanding anything to the 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 Authority) with respect to the Merger, (i) without the prior written consent of ParentMerger Co which shall not be unreasonably withheld or delayed, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion none of the business or assets (whether tangible or intangible) of the Company, Parent Company or any of their subsidiaries that its Subsidiaries shall pay or commit to pay to such person whose approval or consent is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist 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) Subject to the terms and conditions of this Agreement, the Company and its Subsidiaries, Parent and Merger Sub shall cooperate with each other and use their respective reasonable best efforts to take all actions and do all things reasonably necessary, proper or advisable on its respective part under this Agreement and applicable Laws to cause the conditions set forth in Article VII to be satisfied and to consummate and make effective the Merger and the other Transactions as soon as practicable; provided, that all obligations of the Company and its Subsidiaries, Parent and Merger Sub relating to the Financing shall be governed exclusively by Section 6.09. (b) Upon the terms and subject to the conditions of 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 with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or other applicable foreign, federal or state antitrust, competition or fair trade 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 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 (x) employing such resources as are necessary for to obtain the consummation Requisite Regulatory Approvals and (y) taking 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, without limitation, 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 the Company shall not agree to take any such steps (including any hold separate, restructuring, reorganization, sale, divestiture or disposition) without the prior written consent of Parent; provided, further, that none of Parent, Merger Sub or any of their affiliates shall be required to hold separate, restructure, reorganize, sell, divest, dispose of, or otherwise take or commit to any action that limits its freedom of action with respect to, or its ability to retain, any of its businesses, services or assets. Notwithstanding the foregoing or any other provision of this Agreement, the Company agrees that Parent shall have the right to determine and direct the 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 Transactions and submission of any filing with, or the response to fulfill the conditions any request by, a Governmental Authority or any action to the Offer and the Mergerbe taken pursuant to this Section 6.10(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 to this Agreement shall use their reasonable best efforts to take all such action. Notwithstanding . (c) 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 foregoing Proxy Statement, the Schedule 13E-3, or any other provision of this Agreement to the contrarystatement, in no event shall Parent filing, notice or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent application made by or on behalf of Parent, to divest or hold separateMerger Sub, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent Company or any of their respective subsidiaries that is material to either Parent and its subsidiaries or any third party and/or any Governmental Authority in connection with the Company Merger and the Subsidiaries, in each case, taken as a wholeTransactions. (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. From the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is earlier terminated: (a) Upon the terms and subject to the conditions of provided in this Agreement, each of the parties hereto Parties shall (i) make promptly use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, includingincluding to (i) 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, using its reasonable best efforts furnishing all information required by applicable law in connection with approvals of or filings with any Governmental Entity), (ii) satisfy the conditions precedent to the obligations of such Party, (iii) except for those items listed on Schedule 6.4(a) of the Disclosure Schedule, obtain all Permitseach consent, consentsauthorization, approvalsorder or approval of, authorizationsand exemption by, qualifications and orders any Governmental Entity or other public or private third party required to be obtained or made by Parent, Acquisition, the Company or any of Governmental Authorities and parties to contracts their Subsidiaries in connection with the Company Merger or the taking of any action contemplated by this Agreement, (iv) effect all necessary registrations and filings and (v) take any action reasonably necessary to vigorously defend, lift, mitigate and/or rescind the 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 as are necessary transactions contemplated by this Agreement, except for the consummation documents and other information provided in response to Item 4(c) of the Transactions Notification and Report Form required under the HSR Act. Upon the terms and subject to fulfill the conditions to the Offer and the Merger. In caseprovided in this 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. Notwithstanding . (c) Without limiting the foregoing or any other provision generality of the undertakings in this Agreement to the contrarySection 6.4, in no event shall Parent or Purchaser be obligated to, and the Company shall take or cause to be taken the following actions: (i) consult and its Subsidiaries shall not agree cooperate with any Governmental Authority without and provide assistance to each other in the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement preparation and filing with respect to, all or any portion the SEC of the business Offer Documents, the Schedule 14D-9, the Preliminary Statement and the Proxy Statement and all necessary amendments or assets supplements thereto; (whether tangible ii) 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 intangible) necessary, proper or advisable to permit consummation of the CompanyOffer, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company Merger and the Subsidiariestransactions contemplated by this Agreement; (iii) without in any way limiting the provisions of Sections 6.4(c)(i) and 6.4(c)(ii), file any Notification and Report Form and related material required under the HSR Act as soon as practicable and in each caseany event not later than ten (10) business days after the date hereof, taken as a whole. (b) Each of the parties hereto agrees to cooperate and thereafter use its reasonable best efforts to vigorously contest and resist certify as soon as practicable its substantial compliance with any Action, including administrative requests for additional information or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) documentary material that is in effect and that restricts, prevents or prohibits consummation of may be made under the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.HSR Act; 24 30

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions of 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect party will use to the Transactions and (ii) use fullest extent permitted by law 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 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 foregoing, nothing in this Section 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 Transactions and conduct of its or its subsidiaries’ businesses or (z) Parent to fulfill take any other action if doing so would, individually or in the conditions to aggregate, reasonably be expected have an adverse effect on the Offer and 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. In case, at any time after the Effective Time, any further action is necessary The Company shall not take 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 agree to take all such action. Notwithstanding any action identified in clause (x), (y) or (z) of the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority immediately preceding sentence without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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 of this Agreement, each of the parties hereto shall (and Parent shall procure the other Buyer Group Parties to) (i) make promptly its respective filings, the Specified Filings and thereafter make related required submissions with each relevant Governmental Authority with jurisdiction over enforcement of any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade 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 (A) 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 or otherwise relating to the consummation of the Transactions, (B) 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 relating to the consummation of the Transactions, and (C) 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 relating to the consummation of 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 on its part under this Agreement and applicable Laws or otherwise to consummate and make effective the Transactions as soon as reasonably practicable, including 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, includingincluding committing to and effecting, without limitationby consent decree, using hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its reasonable best efforts to obtain all Permitsassets, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with properties or businesses; provided that the Company shall not agree to any such hold separate, restructuring, reorganization, sale, divestiture or disposition without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed); provided, further, that none of the Buyer Group Parties shall be required to hold separate, restructure, reorganize, sell, divest, dispose of, or otherwise take or commit to any action that would materially and the Subsidiaries as are necessary for adversely limit its freedom 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 consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. 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. Notwithstanding the foregoing or any other provision of this Agreement anything to the contrarycontrary set forth in this Agreement, in no event shall none of the Company, Parent or Purchaser Merger Sub shall (and Parent shall procure the other Buyer Group Parties not to) make, or cause to be obligated made, any filings or submissions with or to, and the Company and its Subsidiaries shall not agree with or seek any approvals or authorizations from, any Governmental Authority (other than the Specified Filings) without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a wholeparty hereto. (b) Each party hereto shall (and Parent shall procure the other Buyer Group Parties to), 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, any other Buyer Group Party, the parties hereto agrees Company or any of their respective subsidiaries to cooperate and any Third Party and/or any Governmental Authority in connection with the Transactions. (c) The Company shall use its reasonable best efforts to vigorously contest and resist any Actiontake, including administrative or judicial Actioncause to be taken, all appropriate action, and to have vacateddo, liftedor cause to be done, reversed at or overturned any decreeprior to the Closing all things within its control which are necessary, judgment, injunction proper or other order (whether temporary, preliminary or permanent) that is in effect advisable and that restricts, prevents or prohibits consummation which are reasonably requested by Parent to facilitate the continuing operations of business of the TransactionsGroup Companies from and after the Closing, includingincluding using its reasonable best efforts to provide operational data, without limitationprovide bank account information of the Group Companies, by vigorously pursuing all available avenues locate the corporate chops and finance stamps of administrative the Group Companies incorporated in the PRC and judicial appealprocure the satisfaction of the closing conditions set forth in Section 7.02.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of set 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things actions necessary, proper or 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 effective an appropriate filing of a Notification and Report Form pursuant to the TransactionsHSR 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 requested pursuant to the HSR Act; (ii) make any additional filings required by any applicable Competition Law and take all other actions reasonably necessary, includingproper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Competition Laws, without limitationand comply with applicable Foreign Antitrust Laws, using its reasonable best efforts as promptly as practicable; and (iii) subject to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties applicable Laws relating to contracts with the Company access to and the Subsidiaries as are necessary for the consummation exchange of the Transactions and to fulfill the conditions to the Offer and the Merger. In caseinformation, 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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, 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. To the extent permitted by Law, Parent shall have the right to direct all matters relating to compliance with Competition Laws in connection with any Transaction. (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, and the Company shall not, without limitationParent’s prior written consent, propose or agree to accept any undertaking or condition, enter 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 (any such event, a “Burdensome Condition”). (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) For purposes hereof, “Competition Laws” means the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, 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, including any Foreign Antitrust Laws.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) make promptly use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use commercially 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 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 Merger, including (i) making any necessary filings, notices, petitions, statements, registrations, or submissions, including under the HSR Act or the Antitrust Laws of any Governmental Authority, provided that the parties shall make any filings required under the HSR Act within ten (10) Business Days after the date of this Agreement; (ii) complying to the extent necessary with any request for information by any Governmental Authority, including any request for additional information and documentary material by the MergerFTC or the Antitrust Division under the HSR Act; (iii) resolving questions or objections, if any, as may be asserted by any Governmental Authority, including under the Antitrust Laws; and (iv) obtaining all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority necessary, proper or advisable to consummate the Transactions, including the expiration of any applicable waiting periods (including extensions thereof) under the HSR Act or the Antitrust Laws of any 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (b) Each Notwithstanding the foregoing or anything to the contrary herein, neither the Company nor SPAC, nor any of the parties hereto agrees their respective Subsidiaries or affiliates, shall be obligated to cooperate and use its reasonable best efforts to vigorously (i) litigate or contest and resist any Action, including 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, (ii) propose, negotiate, or agree to the sale, divestiture, license or other disposition of any assets or businesses, (iii) accept any operational restriction that is material to its business or assets, or (iv) take any other action that would materially limit the right of that party, any of its Subsidiaries, or any of its affiliates to own or operate its or their businesses or assets. (c) 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 effect 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. In addition, any party may, as it deems advisable and necessary, reasonably designate any confidential and competitively sensitive material provided to the other parties under this Section 7.08(c) as “Outside Counsel Only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. No party shall take or cause to be taken any action before any Governmental Authority that restricts, prevents is 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 of set 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things actions necessary, proper or 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 effective an appropriate filing of a Notification and Report Form pursuant to the TransactionsHSR 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 requested pursuant to the HSR Act (including by substantially complying with any second request for information pursuant to the HSR Act); (ii) make any additional filings required by any applicable Competition Law and take all other actions reasonably necessary, includingproper or advisable, without limitationas determined upon the reasonable mutual agreement of the parties, using subject to Section 5.4(b), to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Competition Laws, and comply with applicable Foreign Antitrust Laws, as promptly as practicable; and (iii) subject to applicable Laws relating to access to and the exchange of information, use its reasonable best efforts to obtain all Permits(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, consentsor given by such party to, approvalsthe Federal Trade Commission (the “FTC”), authorizationsthe 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, qualifications in each case regarding any of the Transactions; and orders of Governmental Authorities and parties to contracts (C) consult with the Company and other parties in advance of any meeting or conference with, the Subsidiaries as are necessary for FTC, the consummation of the Transactions DOJ or any such other Governmental Authority, and to fulfill the conditions 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) Notwithstanding anything to the Offer and the Merger. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of contrary contained in this Agreement, the proper officers and directors in no event shall Parent or any of each party its Subsidiaries or Affiliates be obligated to this Agreement shall use their reasonable best efforts propose or agree to accept any undertaking or condition, enter into any consent decree, make any divestiture, accept any operational restriction or take or commit to take all such action. 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. (c) 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) so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. (d) The Company shall (i) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the Transactions and (ii) if any state takeover statute or similar Law becomes applicable to any of the Transactions, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the Transactions. (e) The Company shall comply with all of its obligations in connection with the requirements of the Connecticut Property Transfer Law with respect to the contraryCompany’s Danbury, in no event Connecticut facility. (f) The Company shall use commercially reasonable efforts to cause the ▇▇▇▇▇▇ Agreements to be duly amended on or prior to the Closing so that the non-competition provisions therein will not apply to Parent or Purchaser be obligated to, and any of Parent’s Affiliates (other than the Company and its Subsidiaries Subsidiaries) after the Effective Time. (g) Promptly after the date of this Agreement, but in no event later than 15 days thereafter, the Company shall not agree with any Governmental Authority without send a written notice of non-renewal of the DNP Partnership Agreement to the other parties thereto. A copy of such notice shall have been provided to Parent at the time it is first sent by the Company. (h) The Company shall distribute written notices to all holders of Convertible Notes promptly after the date of this Agreement informing such holders of the Transactions and shall use its commercially reasonable efforts to cause the conversion of all Convertible Notes into shares of Company Common Stock prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement the Closing. (i) The Company shall use commercially reasonable efforts to provide the notices and obtain the consents with respect to, all or any portion to the items set forth in Section 3.4 of the business or assets Company Disclosure Schedule each in accordance with the terms thereof. (whether tangible or intangiblej) The Company shall use commercially reasonable efforts to obtain the approvals, consents and waivers with respect to the items set forth in Sections 3.3(c) and 3.12(b) of the CompanyCompany Disclosure Schedule, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or each in accordance with the Company and the Subsidiaries, in each case, taken as a wholeterms thereof. (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 of set 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things actions necessary, proper or 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 effective an appropriate filing of a Notification and Report Form pursuant to the TransactionsHSR 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 requested pursuant to the HSR Act; (ii) make any additional filings required by the HSR Act and take all other actions reasonably necessary, includingproper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act, without limitationand comply with applicable Foreign Antitrust Laws, using its reasonable best efforts as promptly as practicable; (iii) make an appropriate filing of a voluntary notification pursuant to obtain all Permitsthe Exon-F▇▇▇▇▇ Amendment with respect to the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Exon- F▇▇▇▇▇ Amendment, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties (iv) subject to contracts with the Company applicable Laws relating to access to and the Subsidiaries as are necessary for the consummation exchange of the Transactions and to fulfill the conditions to the Offer and the Merger. In caseinformation, 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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 the HSR Act; (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, 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. 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 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. 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. 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. The Company shall (i) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the Transactions and (ii) if any state takeover statute or similar Law becomes applicable to any of the Transactions, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by vigorously pursuing all available avenues this Agreement and otherwise minimize the effect of administrative and judicial appealsuch Law on the Transactions.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of 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 or consummation of the Merger and the other applicable foreign, federal or state antitrust, competition or fair trade Laws 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 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. 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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 Subject to the terms and subject to the conditions of 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) party will use 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 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. 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, 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 action. Notwithstanding other actions necessary, proper or advisable to cause the foregoing expiration or termination of the applicable waiting periods under the HSR Act and any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken applicable Antitrust Laws as a wholesoon 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 under any Antitrust Law 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 of this Agreementherein provided, each of the parties hereto shall (i) make promptly agrees to use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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 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 Authorities Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and parties the transactions contemplated hereby. (b) Each of Parent, Purchaser and the Company shall use their respective reasonable best efforts to contracts resolve 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 as are necessary for HSR Act with the consummation Federal Trade Commission (the "FTC") and the Antitrust Division of the Transactions Department of Justice (the "Antitrust Division") and shall use reasonable best efforts to fulfill respond as promptly as practicable to all inquiries received from the conditions FTC or 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 Offer 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 Merger. 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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 of this Agreementhereof, each of the parties hereto shall (i) if at any time required between the date hereof and the Effective Time, promptly make promptly its respective filings, and thereafter make any other required submissions, under the HSR H▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act or other applicable foreignof 1976, federal or state antitrustas amended, competition or fair trade Laws with respect to the Transactions REIT 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 to consummate and make effective the TransactionsREIT Merger, 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 its Subsidiaries as are necessary for the consummation of the Transactions REIT Merger and to fulfill the conditions to the Offer and the MergerClosing. In case, at any time after the Effective TimeClosing, any further action is necessary or desirable to carry out the purposes of this AgreementAgreement and the Ancillary Agreements, each of 77 the proper officers and directors of each party to this Agreement parties hereto shall use their all reasonable best efforts to cause its respective officers, employees and agents to take all such action. Notwithstanding . (b) The parties hereto shall cooperate and assist one another in connection with all actions to be taken pursuant to Section 7.07(a), including the foregoing preparation and making of the filings referred to therein and, if requested, amending or any other provision furnishing additional information thereunder, including, subject to applicable Law and the Confidentiality Agreement, providing copies of this Agreement all related documents to the contrary, in no event shall Parent or Purchaser be obligated tonon-filing party and their advisors prior to filing, and to the Company and its Subsidiaries shall not agree extent practicable none of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the prior written consent other parties. Each party shall keep the others apprised of Parentthe content and status of any communications with, to divest or hold separateand communications from, or enter into any licensing or similar arrangement Governmental Authority with respect toto the REIT Merger. To the extent practicable, all or any portion and permitted by a Governmental Authority, each party hereto shall permit representatives of the business or assets other party to participate in meetings (whether tangible by telephone or intangiblein person) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a wholewith such Governmental Authority. (bc) 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 TransactionsREIT Merger, 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 of 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) party will use 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 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. In case, at any time transactions contemplated by this Agreement as promptly as practicable after the Effective Time, any further action is necessary or desirable to carry out the purposes date of this Agreement, Agreement and 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 Antitrust Laws and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. Notwithstanding other actions necessary, proper or advisable to cause the foregoing expiration or termination of the applicable waiting periods under the HSR Act and any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken applicable Antitrust Laws as a wholesoon 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 of this Agreement, each of the parties hereto shall (i) make promptly use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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 permits, waivers, approvals, authorizations or orders required to be obtained by Merger Co or the 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 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 all Permitsany third party consents (i) necessary, consentsproper or advisable to consummate the Merger and the Other Transactions, approvals(ii) disclosed in the Company Disclosure Schedule, authorizationsor (iii) required to prevent 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, qualifications the Company shall use its reasonable best efforts, and orders of Governmental Authorities and parties shall take such actions as are reasonably requested by Merger Co, to contracts with minimize any adverse effect upon the Company and the Subsidiaries as are necessary for the consummation of the Transactions Merger Co and their respective businesses resulting, or which would reasonably be expected to fulfill the conditions to the Offer and the Merger. In caseresult, at any time after the Effective Time, any further action is necessary or desirable from the failure to carry out obtain such consent. (c) The Company and each of its Subsidiaries, with the purposes cooperation of this AgreementMerger Co, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to will take all such action. Notwithstanding commercially reasonable steps, and proceed diligently and in good faith to submit pre-acquisition review applications with the foregoing or any other provision DOE within 15 Business Days of the 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 contraryClosing 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 no event shall Parent or Purchaser be obligated toSection 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 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 efforts to obtain any such consent, including the timely submission of any information or materials 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 Subsidiaries shall not agree Representatives will confer in advance with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent Merger Co and its subsidiaries Representatives to agree on issues to be discussed in such meetings or the Company telephone calls and the Subsidiaries, neither party nor its Representatives will introduce any issues that are not agreed to in each case, taken as a wholeadvance and will not respond to any compliance issues first introduced in such meetings or telephone calls. (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 Subject to the terms and subject to the conditions of 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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 5.7, each party hereto agrees to (i) make any appropriate filing of a Notification and to fulfill the conditions Report Form pursuant to the Offer HSR Act, if applicable and (ii) make any other required filings pursuant to other Antitrust Laws (as defined below) with respect to the Mergertransactions contemplated hereby as promptly as practicable. In case, at Each party shall supply as promptly as practicable any time after additional information and documentary material that may be requested pursuant to 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. Notwithstanding the foregoing HSR Act or any other provision of this Agreement Antitrust Laws and take all other actions reasonably necessary, proper or advisable to cause the contrary, in no event shall Parent expiration or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion termination of the business or assets (whether tangible or intangible) of applicable waiting periods under the Company, Parent or HSR Act and any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken other applicable Antitrust Laws as a wholesoon as reasonably practicable. (b) Each of Buyer, on the parties hereto agrees one hand, and Sellers, on the other hand, shall, in connection with the efforts referenced in Section 5.7(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 use its reasonable best efforts to vigorously contest and resist in connection with any Actioninvestigation or other inquiry, including administrative 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 judicial Actiongiven 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 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 have vacatedthe extent permitted by the FTC, lifted, reversed the DOJ or overturned any decree, judgment, injunction such other applicable Governmental Authority or other order (whether temporaryperson, preliminary or permanent) that is give the other party and/or its counsel the opportunity to attend and participate in effect such meetings and that restrictsconferences. For purposes of this Agreement, prevents or prohibits consummation of "Antitrust Law" means the TransactionsSherman Act, includingas amended, without limitationthe Clayton Act, by vigorously pursuing as amended, the HSR Act, t▇▇ ▇▇▇▇ral Trade Commission A▇▇, ▇▇ 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 actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) make promptly Party will use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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. In case, at HSR Act or any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers other Antitrust Laws and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. Notwithstanding other reasonable actions necessary, proper or advisable to cause the foregoing expiration or termination of the applicable waiting periods under the HSR Act and any other provision of this Agreement to applicable Antitrust Laws as soon as reasonably practicable. Purchaser shall bear the contrary, in no event shall Parent or Purchaser be obligated to, and sole responsibility for the Company and its Subsidiaries shall not agree fees associated with any Governmental Authority without all filings under the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a wholeHSR 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 of this Agreement, each Each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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 Mergertransactions 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. Notwithstanding . (b) From the foregoing date of this Agreement until the Effective Time, each of the parties shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other provision person (i) challenging or seeking damages in connection with the Merger or the conversion of this Agreement the Company Common Stock into the Merger Consideration pursuant to the contrary, in no event shall Parent Merger or Purchaser be obligated to, and (ii) seeking to restrain or prohibit the Company and its Subsidiaries shall not agree with any Governmental Authority without consummation of the prior written consent Merger or otherwise limit the right of Parent, Acquiror to divest own or hold separate, or enter into any licensing or similar arrangement with respect to, operate all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (bc) Each The Company shall give prompt written notice to Acquiror, and Acquiror and Merger Sub shall give prompt written notice to the Company, of the parties hereto agrees occurrence, or failure to cooperate and 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 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.to

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto party shall (i) make promptly use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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. In case, at any time transactions contemplated by this Agreement as promptly as practicable after the Effective Time, any further action is necessary or desirable to carry out the purposes date of this Agreement, Agreement and 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 Antitrust Laws and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. Notwithstanding other actions necessary, proper or advisable to cause the foregoing expiration or termination of the applicable waiting periods under the HSR Act and any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken applicable Antitrust Laws as a wholesoon 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 of 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws 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 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 Company Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (b) Each Without limiting the requirements of clause (a) above, if required pursuant to the HSR Act, as promptly as practicable after the date of this Agreement, Barington and the Company shall each prepare and file the notification required of it thereunder in connection with the Transactions and shall promptly and in good faith respond to all information requested of it by any Governmental Authorities in connection with such notification and otherwise cooperate in good faith with each other and any Governmental Authorities. Barington and the Company shall (a) promptly inform the other of any communication to or from any Governmental Authority regarding the transactions contemplated by this Agreement, (b) give the other prompt notice of the parties hereto agrees commencement of any action, suit, litigation, arbitration, proceeding or investigation by or before any Governmental Authority with respect to cooperate the Transactions and use its reasonable best efforts (c) keep the other reasonably informed as to vigorously contest and resist the status of any Actionsuch action, including administrative suit, litigation, arbitration, proceeding or judicial Action, and investigation. Filing fees with respect 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, notifications required under the HSR Act shall be paid by vigorously pursuing all available avenues of administrative and judicial appealthe Company.

Further Action; Reasonable Best Efforts. (a) Upon the terms --------------------------------------- and subject to the conditions of this Agreementhereof, 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 Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign, federal or state antitrust, competition or fair trade Laws 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 Parent nor Merger Sub will be required by this Section 7.8 to (A) prohibit or limit the ownership or operation by the Company, Parent, Merger Sub or any of their 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) 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 Parent or the Company that is material in relation to the Company and its Subsidiaries taken as a whole. 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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 of this Agreementhereof, each of the parties hereto shall (i) make promptly use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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 and the Merger. In casefurtherance and not in limitation of the foregoing, each party hereto agrees to make, 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 the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act. 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 directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. Notwithstanding In the foregoing event that a suit or objection is instituted by any other provision of person or governmental authority challenging this Agreement to and the contrarytransactions contemplated hereby as violative of applicable competition and antitrust laws, in no event shall each of Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of use their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (b) Each of the parties hereto agrees to cooperate and use its 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 of this Agreement, each of the parties hereto shall (i) make promptly use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 or otherwise, and 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 MergerMergers. 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 or any other provision of this Agreement to the contraryforegoing, in no event nothing herein (including Section 7.13) shall Parent or Purchaser be obligated to, and require the Company to incur any liability or expense (other than de minimis costs and expenses) or subject itself or its Subsidiaries shall not agree with business to any Governmental Authority without imposition of any limitation on the prior written consent of Parent, ability to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the conduct its business or to own or exercise control of its assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a wholeproperties. (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 of this Agreement, each of the parties hereto shall (i) make promptly party will use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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. In caseHSR Act, at any time no later than ten (10) 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 action. Notwithstanding other actions necessary, proper or advisable to cause the foregoing expiration or termination of the applicable waiting periods under the HSR Act and any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken applicable Antitrust Laws as a wholesoon 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 Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) make promptly party will use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 laws and regulations to consummate the transactions contemplated by this Agreement as promptly as practicable. 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 with respect to the transactions contemplated hereby as promptly as practicable 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, to make any additional filings required by any applicable Antitrust Law, and the Merger. 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. Notwithstanding other actions reasonably necessary, proper or advisable to cause the foregoing expiration or any other provision termination of this Agreement the applicable waiting periods under the approval of the Merger pursuant to the contrary, in no event shall HSR Act or other Antitrust Laws as soon as practicable. Each of Parent or Purchaser be obligated to, and the Company and its Subsidiaries (to the extent directed by Parent) shall not agree as promptly as practicable comply with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a wholeForeign Antitrust Laws. (b) Each of Parent, Merger Sub and the parties hereto agrees Company shall, in connection with the efforts referenced in Section 6.8(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 contest (i) cooperate in all respects with each other in connection with any filing or submission and resist in connection with any Actioninvestigation or other inquiry, including administrative any proceeding initiated by a private party (including sharing copies of any such filings or judicial Actionsubmissions reasonably in advance of the filing or submission thereof); (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 ("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 each of 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 or, in connection with any proceeding by a private party, with any other person, and to have vacatedthe extent permitted by the FTC, lifted, reversed the DOJ or overturned any decree, judgment, injunction such other applicable Governmental Authority or other order (whether temporaryperson, preliminary or permanent) that is give the other parties the opportunity to attend and participate in effect such meetings and that restrictsconferences. For purposes of this Agreement, prevents or prohibits consummation of "Antitrust Law" means the TransactionsSherman Act, includingas amended, without limitationthe Clayton Act, by vigorously pursuing as amended, the HSR Ac▇, ▇▇▇ Federal Trade Commissi▇▇ ▇▇▇, as amended, and all available avenues of other federal, state and foreign statutes, 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 or restraint of trade or lessening of competition through merger or acquisition.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) make promptly party will use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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. 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. Notwithstanding other actions necessary, proper or advisable to cause the foregoing expiration, termination or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion waiver of the business or assets (whether tangible or intangible) of applicable waiting periods and to achieve the Company, Parent or any of their subsidiaries that is material to either Parent necessary clearance decisions under the HSR Act and its subsidiaries or the Company and the Subsidiaries, in each case, taken such other applicable Antitrust Laws as a wholesoon 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 of set 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things actions necessary, proper or 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 effective an appropriate filing of a Notification and Report Form pursuant to the TransactionsHSR 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 requested pursuant to the HSR Act; (ii) make any additional filings required by any applicable Competition Law and take all other actions reasonably necessary, includingproper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Competition Laws, without limitationand comply with applicable Foreign Antitrust Laws, using its reasonable best efforts as promptly as practicable; and (iii) subject to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties applicable Laws relating to contracts with the Company access to and the Subsidiaries as are necessary for the consummation exchange of the Transactions and to fulfill the conditions to the Offer and the Merger. In caseinformation, 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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, 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. To the extent permitted by Law, Parent shall have the right to direct all matters relating to compliance with Competition Laws in connection with any Transaction. (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, and the Company shall not, without limitationParent’s prior written consent, propose or agree to accept any undertaking or condition, enter 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 (any such event, a “Burdensome Condition”). (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 all available avenues this Agreement and otherwise minimize the effect of administrative and judicial appealsuch Law on the Transactions.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreementherein provided, each of the parties hereto shall (i) make promptly agrees to use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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 assist Parent and Purchaser 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 Authorities Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and parties the transactions contemplated hereby. (b) Each of Parent, Purchaser and the Company shall use their respective reasonable best efforts to contracts resolve 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 Notification and Report Forms under the Subsidiaries as are necessary for HSR Act with the consummation Federal Trade Commission (the “FTC”) and the Antitrust Division of the Transactions Department of Justice (the “Antitrust Division”) and shall use reasonable best efforts to fulfill respond as promptly as practicable to all inquiries received from the conditions FTC or 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 Offer 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 Merger. 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) 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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 of set 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things actions necessary, proper or 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 effective an appropriate filing of a Notification and Report Form pursuant to the TransactionsHSR 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 requested pursuant to the HSR Act; (ii) make any additional filings required by any applicable Competition Law and take all other actions reasonably necessary, includingproper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Competition Laws, without limitationand comply with applicable Foreign Antitrust Laws, using its reasonable best efforts as promptly as practicable; and (iii) subject to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties applicable Laws relating to contracts with the Company access to and the Subsidiaries as are necessary for the consummation exchange of the Transactions and to fulfill the conditions to the Offer and the Merger. In caseinformation, 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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 of this Agreementhereof, each of the parties hereto shall (i) make promptly use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 laws and 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 MergerFinancing and (iii) using its reasonable best efforts to oppose, defend against, remove and appeal any injunction, order, decree or ruling restraining, enjoining or otherwise prohibiting the Offer, the Merger or any of the other Transactions. 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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 Subject to the terms and subject to the conditions of 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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 Department of Justice (the "DOJ") or any other U.S. or foreign Governmental Authority, including the Canadian Competition Bureau (the "Bureau") 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 any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ, the Bureau or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to fulfill the conditions extent permitted by the FTC, the DOJ, the Bureau or such other applicable Governmental Authority or other person, give the other party and/or its counsel the opportunity to the Offer attend and the Mergerparticipate in such 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 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 contained in Sections 5.3(a) and (b), if any objections are asserted with respect to the transactions contemplated by this Agreement shall use their reasonable best efforts under any Antitrust Law or if any suit is instituted (or threatened to take all such action. Notwithstanding be instituted) by the foregoing FTC, the DOJ, the Bureau or any other provision applicable Governmental Authority or any private party challenging any of this Agreement 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 contraryfailure to satisfy the conditions in this Agreement, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent each of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent Purchaser and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (b) Each of the parties hereto agrees to cooperate 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 the terms and subject to the conditions of this Agreementherein provided, each of the parties hereto shall (i) make promptly agrees to use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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 assist Parent and Purchaser 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 Authorities Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and parties the transactions contemplated hereby. (b) Each of Parent, Purchaser and the Company shall use their respective reasonable best efforts to contracts resolve 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 Notification and Report Forms under the Subsidiaries as are necessary for HSR Act with the consummation Federal Trade Commission (the "FTC") and the Antitrust Division of the Transactions Department of Justice (the "Antitrust Division") and shall use reasonable best efforts to fulfill respond as promptly as practicable to all inquiries received from the conditions FTC or 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 Offer 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 Merger. 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) 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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 of this Agreementhereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, submissions under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws 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 nor Parent will be required by this Section 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 the Purchaser, Parent, Company or any of their respective subsidiaries, or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or 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 connection with antitrust 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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 of 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws 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 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 Merger, including (x) consents set forth in Section 4.05(a) of the Disclosure Schedule, and (y) consents required to prevent, individually or in the Merger. In caseaggregate, at any time after a Company Material Adverse Effect from occurring prior to 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 the Company. (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, the proper officers and directors providing copies of each party to this Agreement shall use their reasonable best efforts to take all such action. Notwithstanding the foregoing or any other provision of this Agreement related documents to the contrarynon-filing party and their advisors prior to filing, in no event shall Parent and, to the extent practicable, neither of the parties will file any such document or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree have any communication with any Governmental Authority without prior consultation with the prior written consent other party. Each party shall keep the other apprised of Parentthe content and status of any communications with, to divest or hold separateand communications from, or enter into any licensing or similar arrangement Governmental Authority with respect toto the Merger and the Contemplated Transactions. To the extent practicable and permitted by a Governmental Authority, all or any portion each party hereto shall permit representatives of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material other party to either Parent participate in meetings and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a wholecalls with such Governmental Authority. (bc) 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 of 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) party will use 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 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. 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, 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 action. Notwithstanding other actions necessary, proper or advisable to cause the foregoing expiration or termination of the applicable waiting periods under the HSR Act and any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken applicable Antitrust Laws as a wholesoon 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 of set 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things actions necessary, proper or 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 effective an appropriate filing of a Notification and Report Form pursuant to the TransactionsHSR 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 requested pursuant to the HSR Act; (ii) make any additional filings required by any applicable Competition Law and take all other actions reasonably necessary, includingproper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Competition Laws, without limitationand comply with applicable Foreign Antitrust Laws, using its reasonable best efforts as promptly as practicable; and (iii) subject to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties applicable Laws relating to contracts with the Company access to and the Subsidiaries as are necessary for the consummation exchange of the Transactions and to fulfill the conditions to the Offer and the Merger. In caseinformation, 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to (A) cooperate with each other 40 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, 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): (i) 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 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; and (ii) in order to resolve any proceeding, includingclaim, without limitationsuit, action or objection of the type referred to in clause "(i)" of this sentence and to otherwise obtain clearance under any Competition Law, Parent shall offer and agree to the disposition (and to any other action related thereto as may be reasonably required) of the Company NDT Business. (c) Notwithstanding anything to the contrary contained in this Agreement, in no event shall Parent or any of its Subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, enter 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 other than the Company NDT Business, 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, except with respect to the Company NDT Business, 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) 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 (i) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the Transactions and (ii) if any state takeover statute or similar Law becomes applicable to any of the Transactions, 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) For purposes hereof, "Competition Laws" means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the ▇▇▇▇▇▇l Trade Commission Act, ▇▇ ▇▇ended, 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 of this Agreementhereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, submissions under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws 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 nor Parent will be required by this Section 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 the Purchaser, Parent, Company or any of their respective subsidiaries, or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or 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 connection with antitrust 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. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with any Governmental Authority without the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (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 To the terms and subject to extent required by applicable Laws, the conditions Parent Parties shall, as soon as reasonably practicable after the date of this Agreement, each of the parties hereto shall (i) make promptly its respective filingsall filings with MOFCOM relating to this Agreement and the transactions contemplated hereby as required by the PRC Anti-Monopoly Law, and thereafter make any other required submissionsmade effective as of August 1, under 2008 (the HSR Act or other applicable foreign“PRC Anti-Monopoly Law”), federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) prepare and file all filings required to obtain the Regulatory Approvals (the filings described in the foregoing clauses (i) and (ii) collectively, “Regulatory Filings”). The Company shall cooperate fully with the Parent Parties in exchanging such information and providing such assistance as the Parent Parties may reasonably request in connection with the Regulatory Filings. The Company, on the one hand, and the Parent Parties, on the other hand, shall, (A) notify the other party(ies) promptly of any communication (whether verbal or written) it or any of its Affiliates receives from any Governmental Authority in connection with the Regulatory Filings, (B) permit the other parties to review in advance, and consult with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) give the other party(ies) the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry. The Company, on the one hand, and the Parent Parties, on the other hand, shall use their respective 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 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 (A) employing such resources as are necessary for to obtain the consummation of the Transactions and to fulfill the conditions to the Offer PRC Antitrust Clearance and the Merger. In case, at Regulatory Approvals and (B) taking any time after and all steps necessary to avoid or eliminate each and every impediment under the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers PRC Anti-Monopoly Law and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. Notwithstanding the foregoing or any other provision of this Agreement to the contraryapplicable Law, in no event shall Parent or Purchaser that may be obligated to, and the Company and its Subsidiaries shall not agree with asserted by any Governmental Authority without the prior written consent of Parent, so as to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (b) Each of enable 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 expeditiously consummate the Transactions, including, without limitation, committing to and effecting, following the Closing, by vigorously pursuing consent decree, hold separate orders, or otherwise, 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 (including any hold separate, restructuring, reorganization, sale, divestiture or disposition) without the prior written consent of the Parent Parties; provided, further, that none of the Parent Parties or any of their Affiliates shall be required to hold separate, restructure, reorganize, sell, divest, dispose of, or otherwise take or commit to any action that limits its freedom of action with respect to, or its ability to retain, any of its business, services or assets in any material respect. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to agree to any term or take or omit to take any action in connection with obtaining the PRC Antitrust Clearance and the Regulatory Approvals that is not conditioned upon the consummation of the Merger and the other transactions contemplated by this Agreement. (b) Each party hereto shall, upon the reasonable 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 appealthe Parent Parties, 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 the terms and subject to the conditions of this Agreementhereof, each of the parties hereto shall (i) make promptly use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 Law to consummate and make effective the TransactionsAcquisition, including, without limitation, using its reasonable best efforts to make all applicable filings and notifications to and obtain the Requisite Regulatory Approvals, all Applicable Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company Seller and the to cause its Subsidiaries to execute all such documentation as are necessary for the consummation of the Transactions Acquisition, the transfer to Acquirer of the Transferred Assets and to fulfill the conditions to the Offer and the MergerClosing. In case, at any time after the Effective TimeClosing, any further action is necessary or desirable to carry out the purposes of this Agreement, each of the proper officers and directors of each party to this Agreement parties hereto shall use their all reasonable best efforts to cause its respective officers, employees and agents to take all such action. Notwithstanding . (b) The parties hereto shall cooperate and assist one another in connection with all actions to be taken pursuant to Section 6.03(a), including the foregoing preparation and making of the filings referred to therein and, if requested, amending or any other provision furnishing additional information thereunder, including, subject to applicable Law and the Confidentiality Agreement, providing copies of this Agreement all related documents to the contrary, in no event shall Parent or Purchaser be obligated tonon-filing party and their advisors prior to filing, and to the Company and its Subsidiaries shall not agree extent practicable none of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the prior written consent other parties. Each party shall keep the others apprised of Parentthe content and status of any communications with, to divest or hold separateand communications from, or enter into any licensing or similar arrangement Governmental Authority with respect toto the Acquisition. To the extent practicable, all or any portion and as permitted by a Governmental Authority, each party hereto shall permit representatives of the business or assets other party to participate in meetings (whether tangible by telephone or intangiblein Person) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a wholewith such Governmental Authority. (bc) 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 TransactionsAcquisition, 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 of this Agreementhereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws 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 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. 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. Notwithstanding the foregoing . (b) If any "fair price," "control share acquisition" or other similar anti-takeover statute or regulation or any other applicable anti-takeover provision in the Company's Certificate of this Agreement Incorporation or By-Laws is or may become applicable to the contraryCompany or the Transactions, in no event shall each of Parent or Purchaser be obligated to, and the Company and its Subsidiaries Board shall not agree with any Governmental Authority 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 limiting the prior written consent generality of Parentthe foregoing, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, promptly provide Parent or any of their subsidiaries that is material to either Parent such Affiliate with all information and its subsidiaries or documentation concerning the Company and the Subsidiaries, Notes as Parent or such Affiliate may reasonably request in each case, taken as a whole. (b) Each connection with the making 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 appealDebt Tenders.

Further Action; Reasonable Best Efforts. (a) Upon Parent shall, as soon as reasonably practicable after the date of this Agreement, make or cause to be made promptly the filings, and thereafter make or cause to be made any other required submissions, with the relevant Governmental Authority with respect to the PRC Anti-trust Approval. The Company shall fully cooperate with Parent in exchanging such information and providing such assistance as Parent and Merger Sub may reasonably request in connection with the PRC Anti-trust Approval. The Company, on the one hand, and Parent, on the other hand, shall, (A) notify the other party(ies) promptly of any communication (whether verbal or written) it or any of its Affiliates receives from any Governmental Authority in connection with the PRC Anti-trust Approval, (B) permit the other parties to review in advance, and consult with the other parties on, any proposed filing, submission or communication (redacting such party’s commercial or competitive sensitive information, whether verbal or written) by such party to any Governmental Authority, and (C) give the other party(ies) the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry. On the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) make promptly its respective filingsCompany, on the one hand, and thereafter make any Parent and Merger Sub, on the other required submissionshand, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) shall use their respective 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 or otherwise to consummate and make effective the Transactions, including employing such resources as are necessary to obtain the Requisite Approvals. (b) In furtherance and not in limitation of the covenants of the parties contained herein and subject to ‎Section 6.08‎(c), 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 any applicable Governmental Authority or any private party challenging any of the Transactions as violating any Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, Merger 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. (c) Parent shall use its 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 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 (i) employing such resources as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out obtain the purposes PRC Anti-trust Approval and (ii) taking any and all steps necessary to avoid or eliminate each and every impediment under the Anti-Monopoly Law of this Agreement, the proper officers PRC and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. Notwithstanding the foregoing or any other provision of this Agreement to the contraryapplicable Law, in no event shall Parent or Purchaser that may be obligated to, and the Company and its Subsidiaries shall not agree with asserted by any Governmental Authority without the prior written consent of Parent, so as to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a whole. (b) Each of enable 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 expeditiously consummate the Transactions, including, without limitationcommitting to and effecting, following the Closing, by vigorously pursuing consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses. (d) Each party hereto shall, upon reasonable request by any other parties, furnish such other parties 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, Merger Sub, the Company or any of their respective Subsidiaries to any Governmental Authority (if any) in connection with the Transactions.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of 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 or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and Transactions, (ii) use 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 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 MergerMerger and (iii) not take any action that would be reasonably likely to materially delay or prevent consummation of the Transactions. 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. Notwithstanding In furtherance and not in limitation of the foregoing or any other provision foregoing, each party hereto agrees to make an appropriate filing of this Agreement a Notification and Report Form pursuant to the contraryHSR 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, in no event shall Parent proper or Purchaser be obligated toadvisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and including requesting early termination of the Company and its Subsidiaries HSR Act waiting period. In addition, each party hereto agrees that it shall not agree extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority without Entity not to consummate the Transactions contemplated by this Agreement, except with the prior written consent of Parent, to divest or hold separate, or enter into any licensing or similar arrangement with respect to, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent or any of their subsidiaries that is material to either Parent and its subsidiaries or the Company and the Subsidiaries, in each case, taken as a wholeother 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 and subject to the conditions of this Agreementherein provided, each of the parties hereto shall (i) make promptly agrees to use its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions and (ii) use 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 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 information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. (f) 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. (h) Notwithstanding the foregoing or any other provision provisions of this Agreement Section 5.5, neither Parent nor Merger Sub shall be required to the contraryaccept, in no event shall Parent as a condition to obtaining any required approval or Purchaser be obligated to, and the Company and its Subsidiaries shall not agree with resolving any objection of any Governmental Authority without the prior written consent of ParentEntity, any requirement to divest or hold separate, separate or enter into in trust (or the imposition of any licensing other conditions or similar arrangement restriction with respect to) any assets or operations of Parent, all or any portion of the business or assets (whether tangible or intangible) of the Company, Parent Merger Sub or any of their subsidiaries that is material to either Parent and its subsidiaries respective affiliates or of the Company and or any of its Subsidiaries if such action would reasonably be expected to result, after giving effect to the Subsidiariesreceipt of any reasonably expected proceeds of any divestiture or sale of assets, in each case, taken as a wholeMaterial Adverse Effect on the Company or Parent. (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.