Common use of Financing Clause in Contracts

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,

Financing. The Company shall provide, and shall cause its subsidiaries and the Company Representatives to provide, all reasonable cooperation in connection with the arrangement of any financing to be obtained by Parent and its affiliates or the Surviving Corporation in connection with the Transactions (the “Financing”) including, without limitation, (a) promptly providing to Parent’s financing sources all material financial information in their possession with respect to the Company and the Transactions as reasonably requested by Parent or Parent’s financing sources, including, but not limited to, information and projections prepared by the Company relating to the Company and the Transactions, provided such financing sources shall be deemed to be one of Parent’s “representatives” under the Confidentiality Agreement and subject to all obligations imposed therein upon a “representative,” (b) making the Company’s senior officers and other Company Representatives reasonably available to Parent’s financing sources in connection with such Financing, to reasonably participate in due diligence sessions and to reasonably participate in presentations related to the Financing, including, without limitation, presentations to rating agencies and (c) reasonably assisting in the preparation of one or more appropriate offering documents and assisting Parent’s financing sources in preparing other appropriate marketing materials, in each case to be used in connection with the Financing. The Company shall provide the same cooperation at Parent’s request in connection with any sale-leaseback or similar transaction with respect to real property owned by the Company (it being understood that any such transaction would not be consummated prior to the Closing without the mutual agreement of the Company and Parent). Each of Parent Party and Merger Sub shall use its commercially reasonable best efforts to obtain(i) fully satisfy in all material respects, or cause to be obtainedon a timely basis, the proceeds of the Financing on the terms all terms, conditions, representations and conditions described warranties set forth in the Commitment Letters and (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (iii) maintaining in effect enforce their respective rights under the Commitment Letters, (ii) negotiating . Each of Parent and Merger Sub shall use commercially reasonable efforts to enter into definitive agreements with respect to the Debt Financing (financings contemplated by the “Definitive Agreements”) consistent with the Commitment Letters on terms and conditions contained therein (includingno less favorable than the Commitment Letters as soon as reasonably practicable but in any event at the Effective Time. Parent will furnish correct and complete copies of such executed definitive agreements to the Company promptly upon request by the Company. At the Company’s request, as necessary, Parent shall keep the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including Company informed with respect to timing, taking into account all material activity concerning the expected timing status of the Marketing Periodfinancings contemplated by the Commitment Letters and shall give the Company prompt notice of any material change with respect to such financings. Without limiting the foregoing, Parent agrees to notify the Company promptly if at any time prior to the Effective Time (i) the ability Commitment Letters shall expire or be terminated for any reason or (ii) any financing source that is a party to the Commitment Letters notifies Parent that such source no longer intends to either provide or underwrite financing to Parent on the terms set forth therein or requests amendments or waivers which are materially adverse to the timely completion by Parent or Merger Sub of the Parent Parties to consummate the transactions contemplated hereinby this Agreement. Neither Parent nor Merger Sub shall amend or alter, or agree to amend or alter, the Commitment Letters in any manner that would materially and (iii) taking into account adversely impair, delay beyond the expected timing contemplated in this Agreement for the consummation of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining transactions contemplated by this Agreement or prevent the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability consummation of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including transactions contemplated by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, this Agreement without the prior written consent of the Company. If either the Debt Commitment Letter or Equity Commitment Letter shall be terminated or modified in a manner materially adverse to Parent or Merger Sub for any reason, Parent shall use commercially reasonable efforts to (i) terminate any obtain, and, if obtained, will provide the Company with a copy of, a new financing commitment that provides for at least the same amount of financing as contemplated by the Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or Letters as originally issued; (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including enter into definitive agreements with respect to timing, taking into account such new financing; and (iii) obtain funds under such agreements to the expected timing of the Marketing Period) the ability of the Parent Parties extent necessary to consummate the transactions contemplated by this Agreement Agreement; provided that Parent shall be under no obligation to obtain or seek to obtain any financing commitment containing terms or funding conditions less favorable to Parent or its affiliates than those included in the likelihood Commitment Letters (as determined in Parent’s good faith and reasonable discretion). In the event that new Commitment Letters are executed in accordance with this Section 5.14, then such new Commitment Letters shall be the “Commitment Letters” for purposes of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,this Agreement.

Financing. (a) Each Parent Party shall use its commercially reasonable best efforts to: (i) negotiate definitive agreements with respect to the Debt Financing on the terms and conditions contemplated by the Financing Commitments or, to the extent the financing contemplated by the Financing Commitments is not available to Parent, on terms that are not materially less favorable, in the aggregate, to Parent and the Company (as determined in the reasonable judgment of Parent, and with such determination based in part of the relevant closing conditions) than the terms of the Debt Financing Commitment and subject to Section 5.12(b); (ii) satisfy on a timely basis all conditions set forth in such Debt Financing Commitments applicable to Parent and Merger Sub that are within their control; (iii) obtain, at or prior to the Closing Date the financing necessary such that Parent and Merger Sub, in either case, will have at and after the Closing funds sufficient to pay all of the amounts payable under Article I of this Agreement or otherwise in connection with the Merger and related fees and expenses of the parties associated therewith; (iv) fully enforcing the Lender’s obligations (and the rights of Parent and Merger Sub) under the Debt Financing Commitment; and (v) fully enforcing the Sponsors’ obligations (and the rights of Parent and Merger Sub) under the Equity Financing Commitment. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments, Parent shall use its commercially reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms not materially less favorable, in the aggregate, to Parent (as determined in the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach by any party to the Financing Commitments, of which Parent becomes aware, or any termination of the Financing Commitments. (b) The Company shall use commercially reasonable efforts to cooperate, and to cause its Subsidiaries and Representatives to cooperate, with Parent and Representatives of Parent in connection with the Financing, including by: (i) furnishing Parent and its financing sources as promptly as practicable with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested in writing by Parent, including all financial statements and projections and other pertinent information required by the Debt Financing Commitment and requested in writing by Parent (other than information for which the Company is dependent on information to be provided by Parent to the Company in order to prepare such financial statements and projections, unless such information is provided to the Company by Parent or the Lender or any of their respective Representatives at least five (5) Business Days prior to the date required to be delivered by the Company) (all such information in this clause (i), the “Required Information”); (ii) participating in meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies; (iii) assisting with the preparation of materials for rating agency presentations, confidential information memoranda and similar documents required in connection with the Financing; (iv) executing and delivering any pledge and security documents, currency or interest hedging arrangements, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Parent or otherwise reasonably facilitating the pledging of collateral (provided that such documents will not take effect until the Effective Time); provided, however, nothing herein shall require such assistance to the extent it would unreasonably interfere with the business or operations of the Company or its Subsidiaries; provided, further, that notwithstanding the foregoing, no obligations of the Company, its Subsidiaries or their respective Affiliates or Representatives under any agreement, document or instrument executed or delivered by the Company, its Subsidiaries or their respective Affiliates or Representatives pursuant to the Company’s obligations under this Section 5.12(b) shall be effective until the Effective Time; provided, further, that nothing herein shall require such assistance to the extent it would require the Company to pay (or to agree to pay) any fees, reimburse any expenses, incur any liability or give any indemnities prior to the Effective Time for which it is not reimbursed or indemnified; provided, further, that if the Company in good faith reasonably believes it has delivered the Required Information at the time the Marketing would commence (assuming the Required Information had been delivered), it may deliver to Parent a written notice to that effect (stating when it believes it completed such delivery), in which case receipt of such Required Information shall be deemed to have been satisfied on the date of such notice for purposes of the commencement of the Marketing Period unless Parent in good faith reasonably believes the Company has not completed delivery of the Required Information and, within three (3) Business Days after the delivery of such notice by the Company, delivers a written notice to the Company to that effect (stating with reasonable specificity which Required Information the Company has not delivered). (c) Neither Parent nor Merger Sub shall amend, modify, alter, waive, replace or agree to amend, modify, alter, waive or replace (in any case whether by action or inaction), any term of the Financing Commitments if such amendment, modification, waiver or replacement (x) reduces the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount of the Debt Financing unless the Equity Financing is increased by a corresponding amount) beyond what is contemplated under the Debt Financing Commitment (other than as a result of the exercise of any lender flex provisions contained in any fee letter entered into by Parent or Merger Sub in connection with such Debt Financing Commitment (provided that no such exercise shall result in a reduction of the aggregate committed amount of financing under the Debt Financing Commitment)) or (y) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing in a manner that would reasonably be expected to (I) delay or prevent the Closing Date, (II) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur or (III) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect thereto, and shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the Financing on the terms and conditions described in the Commitment Letters Financing Commitments (including, as necessary, the “flex” including any lender flex provisions contained in the Fee Letterany fee letter entered into by Parent or Merger Sub in connection with such Debt Financing Commitment), including using its reasonable best efforts with respect to (i) maintaining maintain in effect the Commitment LettersFinancing Commitments, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to the Parent and its Subsidiaries Merger Sub to obtaining the Debt Financing at the Closing set forth therein that are within its control, (iii) enter into definitive agreements with respect thereto on the Parent Parties’ controlterms and conditions contemplated by the Debt Financing Commitment (other than changes to such terms and conditions as a result of the exercise of any lender flex provisions contained in any fee letter or other changes that, in each case, do not reduce the aggregate committed amount of financing under, or the conditionality of, the Debt Financing Commitment) and provide copies of such definitive agreements to the Company; and (iv) upon satisfaction of the conditions set forth in the Financing Commitments, consummate the Financing at or prior to the Closing. In the event that all any portion of the Debt Financing becomes unavailable on the terms and conditions contained contemplated in the Debt Financing Commitment Letter (including any lender flex provisions contained in any fee letter entered into by Parent or Merger Sub in connection with such Debt Financing Commitment and other that changes to such terms and conditions that, in each case, do not reduce the Securities Purchase Agreement (other thanaggregate committed amount of financing under, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financingconditionality of, the Debt FinancingFinancing Commitment), the Equity Financing, Parent shall promptly notify the MSDC Financing or the Rollover InvestmentCompany (and in any event within one (1) have been satisfied (or upon funding will be satisfied), each Parent Party Business Day thereof) and shall use its reasonable best efforts to timely cause the Lenders arrange to obtain alternative financing from alternative sources on terms and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition conditions no less favorable to the Financing Commitments (or modify any existing condition Parent and Merger Sub and in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties an amount sufficient to consummate the transactions contemplated hereby promptly following the occurrence of such event. (d) Parent and the Surviving Corporation shall take any and all actions reasonably necessary to ensure that any distributions by the Surviving Corporation to the Company Shareholders in connection with this Agreement Agreement, if any, shall be made in compliance with the CCC and without any liability to the Indemnified Parties or the likelihood Company Shareholders under the CCC. (e) At the Closing, Parent shall provide to Fenwick & West LLP, counsel to the Company, Federal Reserve Wire Network reference numbers reflecting the funding to Parent of amounts dispersed to Parent (or one or more of Parent’s Subsidiaries) pursuant to the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,Financing.

Financing. (a) Each Parent Party shall, and shall cause each Parent Subsidiary to, use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions, and do, or cause to be done, all things reasonably necessary or advisable to obtain funds sufficient to fund the Financing Amounts on or prior to the date on which the Merger is required to be consummated pursuant to the terms hereof, which may include the issuance and sale of senior unsecured notes and/or the entry into a committed term loan facility (any such (1) notes that have been funded and are not subject to an escrow arrangement, (2) notes that are subject to an escrow agreement, which shall have conditions to funding not less favorable than those set forth in the Debt Commitment Letter as of the date hereof and (3) committed term loan facility, which shall have conditions to funding not less favorable than those set forth in the Debt Commitment Letter as of the date hereof, collectively, the “Replacement Financing”)). In furtherance and not in limitation of the foregoing, Parent shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary or advisable to obtain the proceeds of the Debt Financing on the terms and subject only to the conditions described in the Debt Commitment Letters (including, as necessary, Letter on or prior to the “flex” provisions contained in date on which the Fee Letter)Merger is required to be consummated pursuant to the terms hereof, including using its reasonable best efforts with respect to by (i) maintaining in effect the Debt Commitment LettersLetter, (ii) negotiating and entering into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein in the Debt Commitment Letter (including, as necessary, the “flex” provisions contained in the Fee Letterany related fee letter) or, if available, on or with other terms that are acceptable to agreed by Parent and would the Financing Parties provided that the conditions to the consummation thereof are not adversely affect (including with respect to timing, taking into account more onerous than the expected timing conditions set forth in the Debt Commitment Letter as of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated hereindate hereof, and without any Prohibited Modification, (iii) taking into account satisfying (or obtaining the expected timing of the Marketing Period, satisfying waiver of) on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement Definitive Agreements that are in Parent's of any Parent Subsidiary’s control and complying with its obligations thereunder and (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investmentiv) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce enforcing its rights under the Debt Financing Commitment Letter. Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts under the Debt Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable)Agreements. (b) The Parent Parties shall notor any Parent Subsidiary may (i) amend, modify, replace, assign or agree to any waiver under the Debt Commitment Letter or any Definitive Agreements without the prior written approval of the Company, provided, that neither Parent nor any Parent Subsidiary shall, without the prior written consent of the CompanyCompany (except if Parent has available sufficient cash on hand or cash from other funding sources pursuant to a Replacement Financing to fund the Financing Amounts) permit, (i) terminate consent to or agree to any Commitment Letteramendment, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii)replacement, or (ii) permit any amendment supplement or modification to, or any waiver of of, any material provision or remedy under, the Debt Commitment Letter or replace, the Commitment Letters Definitive Agreements if such amendment, replacement, supplement, modification, waiver, waiver or replacement remedy (wA) would adds new (1or adversely modifies any existing) add any new condition conditions to the Financing Commitments (consummation of all or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing portion of the Marketing PeriodDebt Financing, (B) reduces the aggregate principal amount of the Debt Financing unless the aggregate amount of the Debt Financing following such reduction, together with cash on hand and cash available to Parent pursuant to a Replacement Financing, is sufficient to consummate the Merger and pay the other Financing Amounts (it being understood that any mandatory commitment reduction due to obtaining net proceeds of a debt or equity issuance, entry into a limited condition bank loan or obtaining net proceeds of certain asset sales in accordance with the terms of such Debt Commitment Letter (a “Replacement Financing Reduction”) shall be permitted), (C) adversely affects the ability of Parent to enforce its rights against other parties to the Parent Parties Debt Commitment Letter or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified or (D) would otherwise reasonably be expected to consummate prevent, materially impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement (the effects described in clauses (A) through (D), collectively, the “Prohibited Modifications”); provided, that notwithstanding the foregoing, Parent or any Parent Subsidiary may modify, supplement or amend the likelihood Debt Commitment Letter to (1) add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the Parent Parties doing so, or date of this Agreement and (2) taking implement or exercise any “market flex” provisions contained in the Debt Commitment Letter or (ii) terminate the Debt Commitment Letter or any Definitive Agreement only if it has obtained Replacement Financing with net proceeds that, together with cash on hand, is sufficient to pay the Financing Amounts. In the event that new commitment letters and/or fee letters are entered into account the expected timing in accordance with any amendment, replacement, supplement, termination or other modification of the Marketing PeriodDebt Commitment Letter permitted pursuant to this Section 6.12, would such new commitment letters and/or fee letters shall be reasonably expected deemed to make be the timely funding “Debt Commitment Letter” for all purposes of this Agreement and references to “Debt Financing” herein shall include and mean the financing contemplated by the Debt Commitment Letter as so amended, replaced, supplemented or otherwise modified, as applicable. Parent shall promptly deliver to the Company copies of any amendment, replacement, supplement, termination, modification, waiver or replacement of the Financing or satisfaction of the conditions to obtaining Debt Commitment Letter and/or any of the Financing less likely to occur,Definitive Agreement.

Financing. (a) Each Parent Party Purchaser shall use its reasonable best efforts to obtainarrange and to consummate the Debt Financing (or, or cause to be obtainedat the option of Purchaser, the proceeds an equity offering in lieu of any portion of the Financing Debt Financing) on the terms and conditions described in the Commitment Letters (includingFinancing Commitments, as necessary, the “flex” provisions contained in the Fee Letter), including which shall include using its reasonable best efforts with respect to (i) maintaining maintain in effect the Commitment Letters, (ii) negotiating Financing Commitments and to negotiate and execute definitive agreements with respect to the Debt Financing on terms that, when taken as a whole, are not materially less favorable, in the aggregate, to Purchaser than those contained in the Financing Commitments (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the including any “flex” provisions contained applicable thereto), which terms shall not in any material respect expand on the Fee Letter) or, if available, on other terms that are acceptable conditions to Parent and would not adversely affect (including with respect the Closing or to timing, taking into account the expected timing funding at the Closing of the Marketing PeriodDebt Financing (the “Financing Agreements”), (ii) the ability of the Parent Parties to consummate the transactions contemplated herein, and satisfy (iiior obtain a waiver of) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining in the Financing Commitments and the Financing Agreements that are within to be satisfied by Purchaser and in its control and necessary to consummate the Parent Parties’ control. In Debt Financing at or prior to the Closing, (iii) enforce its rights under the Financing Commitments and Financing Agreements, including through litigation pursued in good faith, (iv) consummate the Debt Financing at the Closing, including using reasonable best efforts to (in the event that all conditions contained in the Debt Commitment Letter and Financing Commitments are satisfied) cause the Securities Purchase Agreement (other than, with respect Financing Sources to fund the Debt Financing, Financing at the availability Closing and (v) comply with its obligations under the Financing Commitments. In the event any portion of the Equity FinancingDebt Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments (including any “flex” provisions applicable thereto) and/or the Financing Agreements, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect Purchaser becomes aware of any event or circumstance that would reasonably be expected to the Subordinated Securities Financing, make any portion of the Debt FinancingFinancing unavailable, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party Purchaser shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities arrange to obtain promptly, on terms that are not materially less favorable to Purchaser to fund than the Debt Financing and the Subordinated Securities Financingcontemplated by such Financing Commitments (including any “flex” provisions applicable thereto) and/or Financing Agreements, as applicable (including by seeking through litigation applicable, any such portion from alternative sources in an amount, when added to enforce its rights under the portion of the Debt Financing Commitment Letter and Definitive Agreements and that is available, equal to the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without amount of Debt Financing committed on the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition date hereof pursuant to the Financing Commitments (or modify “Alternative Financing”) and to obtain, and, when obtained, to provide Seller with a copy of, a new financing commitment and related fee letter (which fee letter may be redacted as specified in the “Redacted Fee Letter” definition) that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”); provided, that, after giving effect to any existing condition such Alternative Financing Commitment Letter and assuming the references therein to the Financing Commitments and Debt Financing are references to the Alternative Financing Commitment Letter and Alternative Financing, respectively, the representations and warranties of Purchaser set forth in a manner adverse to Parent) or otherwise that would Section 4.5 shall be reasonably expected to adversely affect (including true and correct in all material respects on and as of such date with respect to timingthe same effect as though made on and as of such date. If applicable, taking into account other than in the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by immediately preceding sentence, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing,” any reference to “Financing Commitments” or “Financing Commitment” shall include the likelihood of “Alternative Financing Commitment Letter,” any references to “Financing Sources” and “Financing Source” shall include the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding source of any of the “Alternative Financing” and any reference to “Financing or satisfaction of the conditions to obtaining Agreements” shall include any of the “Alternative Financing less likely to occur,Agreements.”

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of obtain the Financing on the terms and conditions described in the Commitment Letters Letter (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect provided that Parent may amend the Commitment LettersLetter to add lenders, (ii) negotiating definitive agreements with respect to lead arrangers, bookrunners, syndication agents or similar entities or otherwise replace or amend the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, Commitment Letter so long as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and such action would not adversely affect (including with respect reasonably be expected to timing, taking into account delay or prevent the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ controlClosing). In the event that all conditions contained Parent becomes aware that any portion of the Financing is unavailable in the Debt manner or from the sources contemplated in the Commitment Letter and the Securities Purchase Agreement (other thanLetter, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable)obtain alternative financing for such unavailable portion from alternative sources. (b) The Parent Parties Company shall notprovide, without shall cause the prior written consent of the CompanyCompany Subsidiaries to provide, and shall use its reasonable best efforts to cause its and their Representatives to provide, (i) terminate any Commitment Lettersuch reasonable cooperation in connection with the arrangement of the Financing as may be reasonably requested by Parent, unless such including participating in meetings, roadshows and presentations, cooperating with marketing efforts, providing information, documents, opinions and certificates, entering into agreements, and other actions that are or may be customary in connection with the Financing or necessary to permit Parent to fulfill conditions or obligations under the Commitment Letter is replaced in a manner consistent with the following clause (ii), or and related fee letters and (ii) permit such customary information as any amendment arranger of the Financing may reasonably request in connection with the arrangement of the Financing; provided that none of the Company or modification any of the Company Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability in connection with the Financing; provided further that the Company, each Company Subsidiary and their respective Representatives shall be fully and unconditionally released from any agreement entered into in connection with the Financing if this Agreement is terminated. (c) At the request of Parent, the Company shall, and shall cause the Company Subsidiaries to, promptly take such actions in respect of (i) the Company Convertible Notes and (ii) the existing credit facilities of the Company and the Company Subsidiaries, in each case as directed by and in accordance with the terms and conditions specified in writing by Parent, which actions shall not be inconsistent with the terms of the Company Convertible Notes or existing credit facilities, and the Company shall consult with Parent before taking any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including action with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing foregoing; provided, however, that, prior to the Effective Date, the Company shall not be required to incur any material amount of out-of-pocket expenses as a result of actions requested by Parent under this Section 6.09 unless Parent shall have agreed to reimburse the Company for such out-of-pocket expenses; and provided, further, that the Company shall not be required pursuant to this Section 6.09 to commit to or satisfaction effect any action that is not conditioned upon the consummation of the conditions Merger and that would or would reasonably be expected to obtaining expose the Company to material liability or expense if the Merger fails to occur. All actions, notices, announcements and other documentation related to the Company Convertible Notes as well as whether the Company settles any of conversion obligations with respect to the Company Convertible Notes in whole or in part in Company Common Stock or in cash shall be subject to Parent’s prior written approval, such approval not to be unreasonably withheld; provided that Parent shall instruct the Company to settle its conversion obligations in Company Common Stock or cash, or a combination thereof, within the time contemplated by the indenture governing the Company Convertible Notes for settlement. (d) All non-public or otherwise confidential information regarding either party obtained by the other party pursuant to this Section 6.09 shall be kept confidential in accordance with the Confidentiality Agreement; provided, however, that Parent and its Representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the Financing less likely subject to occur,customary confidentiality arrangements.

Financing. (a) Each of Parent Party and Merger Sub shall use its their reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter)Financing, including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent Commitments negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, Debt Financing Commitments and (iiiii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions within the control of Parent or Merger Sub, and otherwise comply with all terms, applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ controlMerger Sub in such definitive agreements. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments and such portion is reasonably required to consummate the transactions contemplated by this Agreement, Parent and Merger Sub shall promptly notify the Company and shall use their reasonable best efforts to arrange to obtain any such portion from alternative sources upon terms and conditions no less favorable to Parent and Merger Sub (in the reasonable judgment of Parent) than those contained in the applicable Financing Commitments as promptly as practicable following the occurrence of such event. Parent shall deliver to the Company true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Parent and Merger Sub with any portion of the Financing. Parent shall give the Company prompt notice of any material breach (of which Parent becomes aware) by any party to the Financing Commitments or any termination of the Financing Commitments. Each of Parent and Merger Sub shall refrain from taking, directly or indirectly, any action that all would reasonably be expected to result in a failure of any of the conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect Financing Commitments or in any definitive agreement related to the Debt Financing, . Parent shall keep the availability Company informed on a reasonably current basis in reasonable detail of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use status of its reasonable best efforts to timely cause arrange the Lenders Financing. Parent and the Subordinated Securities Purchaser Merger Sub may agree to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment amendment, supplement or other modification to be made to, or any waiver of any material provision or remedy under, the Financing Commitments or replacethe definitive agreements relating to the Financing and may obtain financing in substitution of all or a portion of the Financing, so long as they consult with the Commitment Letters Company and promptly provide the Company with such information it may reasonably request regarding any alternative financing arrangements or plans. For the avoidance of doubt, if such amendmentthe Financing (or any alternative) has not been obtained by the Outside Termination Date, modificationParent and Merger Sub shall continue to be obligated to consummate the Merger on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 6.1 and 6.2 of this Agreement and to Parent’s rights under Section 7.1, waiverregardless of whether Parent and Merger Sub have complied with all of their obligations under this Agreement (including their obligations under this Section 5.11). (b) The Company shall and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its respective Representatives to, provide to Parent and Merger Sub all reasonable cooperation reasonably requested by Parent in connection with the Financing (or replacement (wany potential alternative financing) would (1) add any new condition and to assist Parent in causing the conditions to the Financing Commitments to be satisfied, including (or modify i) furnishing Parent and Merger Sub and their Financing sources (as promptly as practicable) the unaudited consolidated balance sheet of the Company and its Subsidiaries and the related statements of income, change in equity and cash flows as of the end of the most recent quarterly period prior to the execution of this Agreement and any existing condition quarterly period ending after the execution of this Agreement, all Company information, financial statements and financial data, and reports and other information regarding the Company and its Subsidiaries, of the type required in registration statements on Form S-3 by Regulation S-X and Regulation S-K under the Securities Act and of a manner adverse to Parent) type and form customarily included in registered public offerings of equity under the Securities Act or otherwise that would be reasonably expected necessary to adversely affect receive from the Company’s independent accountants customary “comfort” (including negative assurance comfort) with respect to timingthe financial information to be included in such registration statement, taking into account the expected timing audited financial statements as of December 31, 2010 and 2011, and for each of the Marketing Period) fiscal years in the ability three-year period ended December 31, 2011 and the other financial data and financial information of the Company and its Subsidiaries that are required under Paragraph (v) of Annex II to the Debt Financing Commitment, and customary pro forma financial statements and information (information required to be delivered pursuant to this clause (i) being referred to as, the “Required Financial Information”), (ii) participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers, underwriters or agents for, and prospective lenders and purchasers of, the Financing (or any potential alternative financing) and including senior management and Representatives, with appropriate seniority and expertise, of the Company and its Subsidiaries), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Financing (or any potential alternative financing), (iii) assisting with the preparation of customary materials for rating agency presentations, bank information memoranda, offering documents, prospectuses, registration statements and similar documents required in connection with the Financing (or any potential alternative financing) (including requesting any consents of accountants for use of their reports in any materials relating to the Financing and the delivery of one or more customary representation letters), (iv) using reasonable best efforts to obtain customary accountants’ comfort letters and legal opinions as reasonably requested by Parent Parties and facilitating the pledging of collateral in connection with the Financing, including executing and delivering any customary pledge and security documents (including security documents to consummate be filed with the transactions United States Copyright Office and the United States Patent and Trademark Office to register copyrights, patents and trademarks, as applicable, of the Company and its Subsidiaries to the extent required in connection with the Financing (or any potential alternative financing)), currency or interest hedging arrangements or other definitive financing documents or other certificates, legal opinions, surveys, title insurance and documents as may be reasonably requested by Parent (including a certificate of the chief financial officer of the Company with respect to solvency matters as of the Closing, on a pro forma basis), (v) causing the taking of corporate actions (subject to the occurrence of the Closing) by the Company and its Subsidiaries reasonably necessary to permit the completion of the Financing (or any potential alternative financing) (provided that nothing herein shall require the Company Board of Directors to approve the Financing), (vi) facilitating the execution and delivery at the Closing of definitive documents related to the Financing on the terms contemplated by this Agreement the Debt Financing Commitments, (vii) cooperating with consultants or others engaged to undertake field examinations and appraisals, including furnishing information to such persons in respect of accounts receivable, inventory, equipment, property and other applicable assets and liabilities, (viii) providing to the likelihood Financing sources (or sources of any potential alternative financing) all documentation and other information reasonably requested by such Financing sources that such Financing sources reasonably determine is required by regulatory authorities with respect to the Company under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, (ix) assisting Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding in connection with its amendment of any of the Company’s or its Subsidiaries’ hedging, swap or derivative arrangements on terms satisfactory to Parent, (x) cooperating in procuring, prior to the date that is twenty (20) consecutive Business Days prior to the Closing Date, corporate and facilities ratings for the Debt Financing and (xi) providing authorization letters to the Financing sources authorizing the distribution of information to prospective lenders and containing a representation to the Financing sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its Affiliates or securities; provided, however, that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries shall be required to take any action that would subject it to actual or potential liability or to pay any commitment or other similar fee or provide or agree to provide any indemnity in connection with the Financing or satisfaction of the conditions to obtaining any of the foregoing, prior to the Effective Time, unless such action is contingent upon the Closing. The Company hereby consents to the reasonable use of the Company’s and its Subsidiaries’ trademarks, service marks and logos in connection with the Financing less (or any potential alternative financing); provided that such trademarks, service marks and logos are used in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. If the Closing does not occur,, Parent shall indemnify and hold harmless the Company and its Subsidiaries and its Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by it in connection with the arrangement of the Financing (including actions taken at the request of Parent in accordance with this Section 5.11(b)) and any information utilized in connection therewith (other than historical information relating to the Company or its Subsidiaries or other information furnished by or on behalf of the Company or its Subsidiaries), except in the event such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties arose out of or result from the gross negligence, fraud or willful misconduct of the Company, any of its Subsidiaries or any of their respective Representatives. Parent shall from time to time, promptly upon request by the Company, reimburse the Company for all documented and reasonable out-of-pocket costs incurred by the Company or its Subsidiaries in connection with this Section 5.11(b). (c) In the event that the Debt Financing Commitment (or any related definitive agreements) or the Equity Financing Commitment are amended, replaced, supplemented or otherwise modified, including as a result of obtaining alternative financing in accordance with Section 5.11(a), or if Parent substitutes other debt or equity financing for all or a portion of the Financing, each of Parent, Merger Sub and the Company shall comply with its covenants in Sections 5.11(a) and 5.11(b) with respect to the Debt Financing Commitment (or any related definitive agreements) or the Equity Financing Commitment, as applicable, as so amended, replaced, supplemented or otherwise modified and with respect to such other debt or equity financing to the same extent that Parent and the Company would have been obligated to comply with respect to the Financing.

Financing. (a) Each of Parent Party and Merger Sub shall use use, and shall cause each of its reasonable Affiliates to use, its best efforts to obtaintake, or cause to be obtainedtaken, all actions and to do, or cause to be done, all things necessary or advisable (including complying with its obligation under Section 6.5(b)) to arrange and obtain the full proceeds of the Financing Commitments (the “Financing”) on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter)Financing Commitments, including using its reasonable best efforts with respect to (i) maintaining maintain in effect the Commitment LettersFinancing Commitments, (ii) negotiating negotiate and enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with thereto on the terms and conditions contained therein (includingtherein, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying to satisfy (or cause their Affiliates to satisfy) on a timely basis all conditions conditions, and otherwise comply with all terms, applicable to Parent and its Subsidiaries to obtaining Merger Sub (or their Affiliates) in such definitive agreements and (iv) consummate the Financing that are within contemplated by the Parent Parties’ controlFinancing Commitments at or prior to Closing. In the event that any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, Parent and Merger Sub shall promptly use its best efforts to arrange to obtain any such portion from alternative sources as promptly as practicable following the occurrence of such event but not later than the last day of the Marketing Period. Parent shall deliver to the Company true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Parent and Merger Sub with any portion of the Financing. Parent shall give the Company prompt notice of any material breach by any party of the Financing Commitments or any termination of the Financing Commitments. Each of Parent and Merger Sub shall refrain (and shall use its best efforts to cause its Affiliates to refrain) from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of any of the conditions contained in the Financing Commitments or in any definitive agreement related to the Financing. Parent shall keep the Company fully informed in all material respects of the status of Parent’s and Merger Sub’s efforts to arrange the Financing. Parent and Merger Sub shall not amend, supplement, modify or waive any provision or remedy under the Financing Commitments or the definitive agreements relating to the Financing, without the consent of the Company, which consent shall not be unreasonably withheld or delayed. For the avoidance of doubt, in the event (x) all or a portion of Financing Commitments structured as notes has not been consummated, (y) all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) Article VII have been satisfied or waived (other than those contained in Sections 7.2(c) and 7.3(c) and those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) and (z) the bridge facilities contemplated by the Financing Commitments (or upon funding will be satisfiedalternative financing obtained in accordance with this Section 6.5(a)) are available, each then Parent Party and Merger Sub shall use its reasonable best efforts to timely cause the Lenders and proceeds of such bridge financing (or alternative financing) for the Subordinated Securities Purchaser to fund purpose of consummating the Debt Financing and the Subordinated Securities Financing, as applicable (including transactions contemplated by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase this Agreement, as applicable). (b) The Parent Parties shall, or shall notcause its Subsidiaries, without the prior written consent to sell or otherwise dispose of up to 7.1 million shares of Metro, Inc. common stock within 90 days of the Companydate of this Agreement; provided, however, if the net cash proceeds to Parent of such disposition are less than $190.0 million, then Parent shall issue and sell within such 90-day period shares of Parent Common Stock and/or its preferred stock sufficient to generate net cash proceeds in an amount equal to the difference between $190.0 million and the net cash proceeds received from the sale or disposition of such Metro, Inc. common stock. The net cash proceeds of such sale or disposition, together with the net cash proceeds of any such issuance and sale of Parent Common Stock and/or Parent’s preferred stock, shall be deposited into a blocked account at Bank of America on which Parent’s lenders under its credit agreement existing as of the date of this Agreement have a first priority security interest and shall be held (without diminution) in such account through the Closing, free and clear of all other Encumbrances. The funds in the blocked account shall be used as part of the consideration for the transactions under the Agreement and, pending such use, may be used (without diminution) to support letters of credit under Parent’s credit agreement existing as of the date of this Agreement. (c) From the date hereof until the Closing Date or the earlier termination of this Agreement, the Company shall, and shall use its best efforts to cause (to the extent within its control) each of its officers, employees and other Representatives to, provide such cooperation as is reasonably requested by Parent in connection with the arrangement of the Financing, including (i) terminate any Commitment Lettercausing appropriate officers to be available, unless such Commitment Letter is replaced in on a manner consistent customary basis and on reasonable advance notice, to attend due diligence sessions, sessions with ratings agencies, meetings, presentations, and, during the following clause (ii), or Marketing Period and road shows; (ii) permit assisting with the preparation of materials for rating agency presentations, information and offering memoranda, business projections and financial statements, to the extent relating to the Company; (iii) issuing customary representation letters to auditors and using its best efforts to cause its independent accountants to provide reasonable assistance to Parent, including requesting such accountants to provide consent to Parent to use their audit reports relating to the Company and to prepare and deliver any amendment or modification tocustomary “comfort letters”; (iv) providing reasonable access to the Real Property during normal business hours to the extent required by the Financing Commitments; (v) as promptly as reasonably practicable, or any waiver furnishing Parent and its debt financing sources financial statements, pro forma financial information, financial data, audit reports and other information relating to the Company of any material provision or remedy under, or replacethe type required by Regulation S-X and Regulation S-K under the Securities Act and the other accounting rules and regulations of the SEC as may reasonably be requested by Parent and of the type and form required to be included in a registered public offering on Form S-1 (all such information in this clause (v), the Commitment Letters if such amendment, modification, waiver, or replacement “Required Information”); (wvi) would (1) add any new condition to cooperating in satisfying the conditions set forth in the Financing Commitments (to the extent the satisfaction of such condition requires the cooperation of the Company); (vii) promptly providing monthly financial statements (excluding footnotes) to the extent available and prepared by the Company in the ordinary course of business generally consistent with past practice; (viii) executing and delivering, as of the Effective Time, any pledge and security documents, other definitive financing documents, or modify other certificates or documents contemplated by the Financing Commitments as may be reasonably requested by Parent (including a customary representation letter of the chief financial officer of the Company or any existing condition Subsidiary of the Company with respect to consents of accountants for use of their reports in any materials relating to the debt financing contemplated by the Financing Commitments) and otherwise reasonably facilitating the pledging of collateral (including obtaining the insurance, surveys, releases, terminations, waivers, consents, estoppels and approvals as may be required in connection therewith) contemplated by the Financing Commitments; and (ix) as of the Effective Time, taking all corporate actions necessary to authorize the consummation of the financing contemplated by the Financing Commitments. The Company will periodically update any such Required Information to be included in an offering document to be used in connection with such financing so that such Required Information complies with clause (v) of the preceding sentence. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the financing contemplated by the Financing Commitments; provided that such logos are used solely in a manner adverse that is not intended to or likely to harm or disparage the Company or its Subsidiaries. All material non-public information regarding the Company and its Subsidiaries provided to Parent, Merger Sub or their Representatives pursuant to this Section 6.5(b) shall be kept confidential by them in accordance with the Confidentiality Agreement except for disclosure to potential investors as required in connection with the Financing subject to customary confidentiality protections. (d) Neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other fee or incur any other liability in connection with the Financing prior to the Effective Time. (e) If this Agreement is terminated by Parent or the Company pursuant to Section 8.1, then Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket fees and expenses incurred by or on behalf of the Company solely as a result of its compliance with this Section 6.5. (f) Nothing contained in this Section 6.5 or otherwise that would shall require the Company to be reasonably expected to adversely affect (including an issuer or other obligor with respect to timingthe Financing prior to the Closing. (g) If, taking into account prior to the expected timing Effective Time, the Company incurs debt under the “accordion” feature of the Marketing Period) Company Credit Agreement, then the ability Company shall use its best efforts to facilitate the mortgaging of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood owned Real Property identified in Section 6.1(d)(i)(D) of the Company Disclosure Letter (including obtaining surveys, releases, terminations, waivers, consents, estoppels and approvals as may be required in connection therewith) by Parent Parties doing so, or (2) taking into account at the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,Effective Time.

Financing. (a) Each Subject to the terms and conditions of this Agreement, each of Parent Party and Merger Sub shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of obtain the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter)Financing Documents, including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment LettersFinancing Documents until the Transactions are consummated, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions to the closing of and funding under the Financing Documents applicable to Parent and/or Merger Sub that are within its control, including paying when due all commitment fees and other fees arising under the Financing Documents as and when they become due and payable thereunder, (iii) consummating the Financing at or prior to the Effective Time and (iv) subject to Section 9.08, enforcing the parties’ funding obligations (and the rights of Parent and Merger Sub) under the Financing Documents to the extent necessary to fund the Merger Consideration; provided that Parent and/or Merger Sub may amend or modify the Financing Documents, and/or elect to replace all or any portion of the Debt Financing with alternative debt financing (the “Alternative Financing”), in each case only so long as (A) the aggregate proceeds of the Financing (as amended or modified, including the Alternative Financing, if applicable), will be sufficient for Merger Sub and the Surviving Corporation to pay (1) the Merger Consideration and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and (B) such amendment or modification or the Alternative Financing would not prevent, materially delay or materially impede or impair the ability of Parent and Merger Sub to consummate the Transactions. Parent shall deliver to the Company true and complete copies of all Contracts or other arrangements pursuant to which any alternative sources have committed to provide the Alternative Financing (the “Alternative Financing Documents”) as promptly as practicable after execution thereof. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Documents, Parent shall promptly notify the Company. (b) Subject to the terms and conditions of this Agreement, Parent and Merger Sub agree not to amend, modify or waive any provision of the Financing Documents, if such amendment, modification or waiver reduces (or would reduce) the aggregate amount of the Financing or imposes new or additional conditions or otherwise expands, amends or modifies the conditions to the Financing in a manner that, in each case, would be expected to prevent or materially delay or otherwise materially and adversely affect the ability of Parent or Merger Sub to consummate the Transactions. Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of the Financing Documents relating to the Equity Financing, the Financing Documents relating to the Debt Financing or any material Alternative Financing Documents, or termination of any such Financing Document by any party to such Financing Document or (ii) upon the receipt of any written notice from any party to a Financing Document with respect to any threatened breach of any material provision of the Financing Documents relating to the Equity Financing, the Financing Documents relating to the Debt Financing or any material Alternative Financing Documents, or threatened termination of any such Financing Document. (c) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in Section 6.07 shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to pay any fees in excess of, or agree to “market flex” provisions less favorable to Parent, Merger Sub or the Surviving Corporation (or any of their Affiliates) than, those contemplated by the Debt Commitment Letter and/or, if applicable, the Alternative Financing Documents (in each case, whether to secure waiver of any conditions contained therein or otherwise). (d) The Company agrees to provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide to Parent and Merger Sub, all reasonable cooperation as may be requested by Parent or its Representatives in connection with the Debt Financing and/or Alternative Financing and the Transactions, including (i) participation in meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the Company or its Subsidiaries with Representatives of Parent and its Debt Financing and/or Alternative Financing sources, (ii) assisting in the preparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents reasonably requested by Parent or its Representatives in connection with the Debt Financing and/or Alternative Financing (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and/or Alternative Financing and delivery of one or more customary representation letters), (iii) as promptly as practicable, furnishing Parent and its Debt Financing and/or Alternative Financing sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent or its Debt Financing and/or Alternative Financing sources (the “Required Information”) and using reasonable best efforts to cause the Company’s independent accountants to provide assistance and cooperation in connection therewith to Parent and its Debt Financing and/or Alternative Financing sources, (iv) reasonably cooperating with advisors, consultants and accountants of Parent or its Debt Financing and/or Alternative Financing sources with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any of its Subsidiaries, including for the purpose of establishing collateral eligibility and values, (v) (A) to the extent not prohibited by applicable Laws, facilitating the granting of security or pledging of collateral and (B) executing and delivering any pledge and security documents, commitment letters, certificates and other definitive financing documents (the “Definitive Debt Documents”); provided that any collateral pledged or security granted by the Company or any of its Subsidiaries under, and any obligations of the Company or any of its Subsidiaries under, any Definitive Debt Documents to obtaining which it is a party shall be contingent upon the Financing that are within occurrence of the Parent Parties’ control. In Effective Time, (vi) taking all actions reasonably necessary to (A) permit the event that all conditions contained prospective lenders involved in the Debt Commitment Letter Financing and/or Alternative Financing to evaluate the Company’s or any of its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the Securities Purchase Agreement purpose of establishing collateral arrangements; provided that the information provided in connection therewith to such prospective lenders shall be subject to the terms of the Confidentiality Agreements and (B) establish bank and other thanaccounts, blocked account agreements and lock box arrangements in connection with the foregoing, (vii) furnishing Parent, Merger Sub and its Representatives, as well as any prospective lenders involved in the Debt Financing and/or Alternative Financing, promptly with all documentation and other information required with respect to the Debt Financing, Financing and/or Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations; provided that the availability information provided to such prospective lenders shall be subject to the terms of the Equity FinancingConfidentiality Agreements, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment(viii) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its using reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund obtain any necessary rating agencies’ confirmation or approval of the Debt Financing and/or Alternative Financing and (ix) taking all corporate actions reasonably necessary to permit the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under consummation of the Debt Financing Commitment Letter and/or Alternative Financing, including the execution and Definitive Agreements delivery of any other certificates, instruments or documents, and to permit the Securities Purchase Agreement, as applicable)proceeds thereof to be made available at Closing to consummate the Transactions. Neither the Company nor any of its Subsidiaries shall be required to (x) pay any commitment or similar fee prior to the Effective Time or (y) commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time or that would otherwise subject it to actual or potential liability in connection with any Financing. Nothing contained in this Section 6.07(d) or otherwise shall require the Company or any of its Subsidiaries to be an issuer or other obligor with respect to any Financing prior to the Effective Time. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing and/or Alternate Financing; provided that such logos are used solely in a manner that is not reasonably likely to harm or disparage the Company of any of its Subsidiaries. (be) The Parent Parties shall not, without the prior written consent of indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (icollectively, “Losses”) terminate any Commitment Letter, unless such Commitment Letter is replaced actually suffered or incurred by them in a manner consistent connection with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any arrangement of the Financing and any information utilized in connection therewith (other than information provided by the Company or satisfaction its Subsidiaries specifically for use in connection therewith); provided that Parent shall not be liable to the Company, its Subsidiaries or their respective Representatives for any such Losses arising from the fraud, gross negligence, recklessness or willful misconduct of the conditions to obtaining any of the Financing less likely to occur,such persons.

Financing. (a) Each Parent Party Parent, Sub and Missouri shall use its their reasonable best efforts to obtain, or cause to be obtained, arrange the proceeds of the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letters Letter (includingprovided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as necessaryof the date hereof, or otherwise or (y) replace or amend the “flex” provisions contained Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with each case so long as the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not reasonably be expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) impact the ability of the Parent Parties Parent, Sub or Missouri to consummate the transactions contemplated herein, and (iii) taking into account hereby or the expected timing likelihood of consummation of the Marketing Periodtransactions contemplated hereby), satisfying including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent Parent, Sub and its Subsidiaries Missouri to obtaining the Parent Financing that are within set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Preferred Equity Funding Letter and the Securities Purchase Agreement Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (other than, with respect iv) consummate the Parent Financing at or prior to the Debt Financing, the availability Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Financing, the Subordinated Securities Financing, the MSDC Financing Funding Letter or the Rollover Investment andParent Commitment Letter, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the Lenders and reasonable judgment of Parent) in an amount sufficient to consummate the Subordinated Securities Purchaser transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to fund the Debt Financing and Parent Preferred Equity Funding Letter or the Subordinated Securities Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or replacethe Parent Commitment Letter without first consulting with the Company or, the Commitment Letters if such amendment, modification, waiver, amendment would or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to materially and adversely affect (including with or delay in any material respect to timing, taking into account the expected timing of the Marketing Period) the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Parties Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the likelihood Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Parent Parties doing soArizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or (2) taking into account any waiver of any material provision or remedy under, the expected timing of Arizona Commitment Letter without first consulting with the Marketing PeriodCompany or, if such amendment would or would be reasonably expected to make materially and adversely affect or delay in any material respect the timely funding ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Financing or satisfaction Company pursuant to the Debt Financing); provided, that none of the conditions Company or any Subsidiary shall be required to obtaining pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing less likely and any information utilized in connection therewith (other than historical information relating to occur,the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives).

Financing. (a) Each Parent Party and the Purchaser shall use its their reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the Financing on at or prior to the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter)Acceptance Time, including using its reasonable best efforts with respect to (i) maintaining maintain in effect the Commitment LettersFinancing and the Financing Commitments, (ii) negotiating enter into definitive financing agreements with respect to the Debt Financing (and Financing Commitments, so that such agreements are in effect as promptly as practicable but in any event no later than the “Definitive Agreements”) consistent with the terms and conditions contained therein (includingEffective Time, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to Financing Conditions, including by operating the businesses of Parent and its Subsidiaries the Purchaser in a manner that will cause the satisfaction of Financing Conditions relating to obtaining the Financing that are within the Parent Parties’ control. In financial condition of such businesses, and (iv) in the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other thanFinancing Conditions have been, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be would be, satisfied), each cause the financing providers to fund the full amount of the Financing. Parent Party and Purchaser shall provide to the Company copies of all final documents relating to the Financing and shall keep the Company reasonably informed of material developments in respect of the financing process relating thereto. If, notwithstanding the use its of reasonable best efforts to timely cause the Lenders by Parent and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financingsatisfy its obligations under this Section 5.14, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent any of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), Financing or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition definitive financing agreement relating thereto) expire or are terminated prior to the Acceptance Time, in a manner adverse to Parent) whole or otherwise that would be reasonably expected to adversely affect (including with respect to timingin part, taking into account the expected timing for any reason, or all or any portion of the Marketing PeriodFinancing shall otherwise become unavailable so that Parent will not be able to comply with its obligations contained in this Agreement, Parent and the Purchaser shall (i) promptly notify the ability Company of such expiration, termination or other event and the Parent Parties reasons therefor, (ii) use their reasonable best efforts to consummate promptly arrange for alternative financing (which shall be in an amount sufficient to pay for the consummation of the transactions contemplated by this Agreement Agreement) to replace the financing contemplated by such original commitments or agreements and (iii) use their reasonable best efforts to promptly obtain a new financing commitment that provides for such alternate financing and promptly provide true and complete copies of all agreements relating to such commitment. Upon obtaining any commitment for any such alternative financing, such financing shall be deemed to be a part of the “Financing” and the commitment with respect thereto shall be deemed to be a part of the “Financing Commitments” for all purposes of this Agreement. Parent shall keep the Company informed on a reasonably current basis of the status of their efforts to obtain the Financing, provide the Company copies of all final documents relating to the Financing and provide the Company with prompt notice of any breach by any party to the Financing Commitments of which Parent or the likelihood of the Parent Parties doing so, Purchaser becomes aware or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any termination of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,Commitments.

Financing. If Parent determines to seek any financing in connection with the Merger or any other transactions contemplated by this Agreement (a) Each Parent Party shall the “Financing”), the Company shall, at Parent’s sole cost and expense, use its reasonable best efforts to obtain, or cause cooperate with Parent in its efforts to be obtained, consummate the proceeds of the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its Financing. Such reasonable best efforts shall include, to the extent reasonably requested by Parent and at Parent’s sole cost and expense, (a) providing direct contact between prospective lenders and the officers and directors of the Company and its Subsidiaries, (b) providing assistance in preparation of confidential information memoranda, preliminary offering memoranda, financial information and other materials to be used in connection with obtaining the Financing, (c) cooperation with the marketing efforts of Parent and its financing sources for such financing, including participation in management presentation sessions, “road shows” and sessions with rating agencies, (d) providing assistance in obtaining any consents of third parties necessary in connection with the Financing, (e) providing assistance in extinguishing existing indebtedness of the Company and its Subsidiaries and releasing Liens securing such indebtedness, in each case to take effect at the Effective Time, (f) cooperation with respect to (i) maintaining matters relating to pledges of collateral to take effect at the Effective Time in effect connection with the Commitment LettersFinancing, (iig) negotiating definitive agreements assisting Parent in obtaining legal opinions to be delivered in connection with the Financing, (h) assisting Parent in securing the cooperation of the independent accountants of the Company and its Subsidiaries, including with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing delivery of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated hereinaccountants’ comfort letters, and (iiii) taking into account providing the expected timing financial information necessary for the satisfaction of the Marketing Periodobligations and conditions of the Financing within the time periods required thereby; provided, satisfying on a timely basis all conditions applicable however, that the Company shall not be obligated to Parent take any such action to the extent it would unreasonably interfere with the business or operations of the Company or any of its Subsidiaries. The Company and its Representatives shall be given a reasonable opportunity to review and comment on any financing documents and any materials that are to be presented during any meetings conducted in connection with the Financing, and Parent shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its Representatives. Neither the Company nor any of its Subsidiaries to obtaining shall be required, under the provisions of this Section 5.14 or otherwise in connection with the Financing (x) to pay any commitment or other similar fee prior to the Effective Time that are within the is not advanced or substantially simultaneously reimbursed by Parent Parties’ controlor (y) to incur any out-of-pocket expense unless such expense is advanced or substantially simultaneously reimbursed by Parent. In the event that all conditions Nothing contained in this Section 5.14 or otherwise shall require the Debt Commitment Letter and the Securities Purchase Agreement (Company to be an issuer or other than, obligor with respect to the Debt FinancingFinancing prior to the Closing. All material, non-public information regarding the Company and its Subsidiaries provided to Parent, Merger Sub or their Representatives pursuant to this Section 5.14 shall be kept confidential by them in accordance with the Confidentiality Agreement except for disclosure to potential lenders as required in connection with the Financing subject to customary confidentiality protections. Parent (and, after the Effective Time, the availability of Surviving Corporation) shall indemnify and hold harmless the Equity Financing, the Subordinated Securities Financing, the MSDC Financing Company and its Subsidiaries and their respective Representatives from and against any and all losses suffered or the Rollover Investment and, incurred by them in connection with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition action taken by them at the request of Parent or any Merger Sub pursuant to this Section 5.14 or in connection with the arrangement of the Financing Commitments (or modify any existing condition alternative financing that Parent may raise in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including connection with respect to timing, taking into account the expected timing of Merger and the Marketing Period) the ability of the Parent Parties to consummate the other transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account any information utilized in connection therewith (other than information provided by the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of Company or any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,its Subsidiaries).

Financing. (a) Each Parent Party and Merger Subsidiary shall use its their reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of the Financing on the terms all actions and conditions described in the Commitment Letters (includingto do, as or cause to be done, all things necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect proper or advisable to (i) maintaining maintain in effect the Commitment LettersFinancing and the Financing Commitments, (ii) negotiating negotiate and enter into definitive financing agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the and Financing Commitments on terms and conditions contained therein (including, as necessary, including the “flex” provisions contained provisions) contemplated by the Financing Commitments, so that such agreements are in effect as promptly as practicable after the Fee Letter) ordate hereof but in any event no later than the Acceptance Time, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account cause their respective Representatives to cooperate in the expected timing preparation of all documents (including offering memoranda, private placement memoranda, prospectuses and road show presentations, if any) and the Marketing Periodmaking of all filings in connection with the Financing and the other transactions contemplated by the Financing Commitments, satisfying and in executing and delivering all documents and instruments related to the Financing Commitments, (iv) satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining Merger Subsidiary in the Financing Commitments that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter its control and the Securities Purchase Agreement comply with its obligations thereunder, (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investmentv) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its their rights under the Debt Financing Commitment Letter Commitments in the event of a breach by the Financing Sources that impedes or delays the consummation of the Financing, including seeking specific performance of the parties thereunder and Definitive Agreements (vi) otherwise taking, or causing to be taken, all actions and doing, or causing to be done, all other things necessary, proper or advisable to consummate the Securities Purchase AgreementFinancing at or prior to the Acceptance Time. Parent and Merger Subsidiary shall provide to the Company copies of all final documents relating to the Financing and shall keep the Company fully informed of material developments in respect of the financing process relating thereto. Prior to the Acceptance Time, as applicable). Parent and Merger Subsidiary shall not agree to, or permit, any amendment or modification of, or waiver under, the Financing Commitments or other final documentation relating to the Financing in a manner that (bx) The Parent Parties shall notwould materially delay or prevent the Closing in any respect or (y) is otherwise adverse to the Company in any material respect, without the prior written consent of the CompanyCompany (which consent may be withheld in its sole discretion). (b) In the period between the date hereof and the Acceptance Time, upon request of Parent and Merger Subsidiary, the Company shall, and shall cause its Subsidiaries to, reasonably cooperate with Parent and Merger Subsidiary in connection with the Financing, including, (i) terminate any Commitment Letterpreparation of all required financial statements relating to the Company and its Subsidiaries, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit reasonable participation in meetings and road shows, if any, (iii) the provision of information relating to the Financing reasonably requested by Parent and Merger Subsidiary, (iv) reasonable assistance in the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents of Parent and Merger Subsidiary and (v) after the Acceptance Time, facilitate the perfection of the lenders’ security interest in the collateral contemplated by the Financing; provided that nothing herein shall require such cooperation from any amendment or modification to, the Company or any waiver of its Subsidiaries to the extent it would unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Parent and Merger Subsidiary shall promptly, upon request by the Company, reimburse the Company for all documented out-of-pocket expenses incurred by the Company, its Subsidiaries and their respective Representatives in connection with such cooperation. (c) If, notwithstanding the use of reasonable best efforts by Parent and Merger Subsidiary to satisfy its obligations under Section 8.05(a), any material provision of the Financing or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition definitive financing agreement relating thereto) expire or are terminated prior to the Acceptance Time, in a manner adverse whole or in part, for any reason, Parent and Merger Subsidiary shall (i) promptly notify the Company of such expiration or termination and the reasons therefor and (ii) promptly arrange for alternative financing (the “Required Financing Alternative”) from other sources to Parentreplace the financing contemplated by such expired or terminated commitments or agreements, which Required Financing Alternative (x) shall not include any conditions that are more onerous than or otherwise that would in addition to the conditions set forth in the Financing and (y) shall be reasonably expected in an amount sufficient to adversely affect (including with respect to timing, taking into account pay for the expected timing consummation of the Marketing Periodtransactions contemplated by this Agreement (d) Notwithstanding anything to the ability of contrary contained in Section 8.05(a), at any time Parent or Merger Subsidiary may replace the Financing with alternative financing arrangements which (i) provide Parent Parties and Merger Subsidiary with sufficient funds to consummate the transactions contemplated by this Agreement prior to or concurrent with the likelihood of Acceptance Time and (ii) do not prevent or materially impair or delay the Closing (together with the Required Financing Alternative, the “Financing Alternative”). In the event Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of Merger Subsidiary replaces the Financing or satisfaction with any Financing Alternative, the terms of Section 8.05(a) shall no longer apply with respect to the conditions Financing, but shall thereafter apply with respect to obtaining any of the Financing less likely to occur,Alternative.

Financing. (a) Each Parent Party and Acquisition Sub shall use its their commercially reasonable best efforts to obtain, or cause to be obtained, obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letters Letter, Parent Consent Letter and Parent Commitment Letter and to obtain the funds contemplated by the Equity Commitment (including, as necessary, and to contribute such funds to the “flex” provisions contained in the Fee LetterCompany), including using its commercially reasonable best efforts with respect to (iA) maintaining in effect the Commitment Letters, (ii) negotiating negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, Commitment Letter and (iiiB) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to in such definitive agreements the satisfaction of which is within the control of Parent or Acquisition Sub. Parent and its Subsidiaries Acquisition Sub shall use their commercially reasonable efforts to obtaining comply with their respective obligations, and enforce their respective rights, under the Financing that are within Commitment Letter, the Parent Parties’ control. In the event that all conditions contained in the Debt Consent Letter and Parent Commitment Letter and shall cause RHJI to comply with its obligations under the Securities Purchase Agreement (other than, with respect to Equity Commitment. Parent shall keep the Debt Financing, the availability Company informed on a reasonably current basis in reasonable detail of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use status of its reasonable best efforts to timely cause obtain the Lenders and proceeds of the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) not permit any amendment or modification to, or any waiver of any material provision or remedy under, or replaceany of the Commitment Letter, the Parent Consent Letter, Parent Commitment Letters Letter or the Equity Commitment if such amendment, modification, waiver, waiver or replacement (w) would (1) add any new condition remedy amends the conditions to the drawdown of the Financing Commitments (or modify any existing condition in a manner adverse to Parent) the interests of the Company and its shareholders, in each case, in any material respect or otherwise that would be reasonably expected to adversely affect (in any material respect the ability of Parent or the Company to effect the Financing or obtain the proceeds of the Equity Commitment. The Company shall also use commercially reasonable efforts to assist and cooperate with Parent and Acquisition Sub in connection with their efforts to obtain the proceeds of the Financing, including providing reasonably required information relating to the Company and the Company Subsidiaries to the financial institution or institutions providing the Financing and executing and delivering, and causing the Company Subsidiaries to execute and deliver, definitive agreements with respect to timingthe Financing and customary certificates, taking into account legal opinions (which may be reasoned, if counsel reasonably believes it cannot give the expected timing opinion otherwise) or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Financing as may be reasonably requested by Parent in connection with the Financing; provided, however, that no obligation of the Marketing Period) Company or any Company Subsidiary under any such certificate, document or instrument shall be effective until the ability Effective Time and none of the Parent Parties Company or any Company Subsidiary shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Effective Time. In the event that the Financing is not available to consummate the transactions Refinancing and pay related fees and expenses of the Transactions contemplated by this Agreement and the other Transaction Agreements, then Parent shall promptly notify the Company and Parent and Acquisition Sub shall use their commercially reasonable efforts to obtain alternative financing on terms that are no less favorable to Parent and Acquisition Sub than those set forth in the Commitment Letter, Parent Consent Letter or Parent Commitment Letter, as applicable, and in the likelihood of same amounts as contemplated by the Commitment Letter (including for working capital purposes following the Closing) or Parent Parties doing soCommitment Letter, or as applicable (2) taking into account the expected timing of "Alternative Financing"); provided that no such Alternative Financing shall require a greater cash equity commitment than that contemplated by the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,Equity Commitment.

Financing. (a) Each Parent Party and Purchaser shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of arrange the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, Letter. In the “flex” provisions contained in event any portion of the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with becomes unavailable on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained contemplated in the Fee Commitment Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party Purchaser shall use its reasonable best efforts to timely cause the Lenders arrange and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced obtain alternative financing in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties an amount sufficient to consummate the transactions contemplated by this Agreement with terms and conditions not materially less favorable (taken as a whole) to Parent and Purchaser than the terms and conditions (taken as a whole) set forth in the Commitment Letter (“Alternative Committed Financing”), including from alternative sources, following the occurrence of such event. Parent and Purchaser shall give the Company prompt written notice upon becoming aware of any breach by any party of the Commitment Letters or any termination of the Commitment Letters. Parent and Purchaser shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing or the likelihood Alternative Committed Financing, as the case may be, and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, any Commitment Letter if such amendment, modification or waiver would reasonably be expected to materially impair or delay the ability of Parent or Purchaser to receive the Financing or the Alternative Committed Financing, as the case may be, at or before the Closing or to consummate the transactions contemplated hereby. Parent and Purchaser shall provide written notice to the Company promptly upon receiving the Financing or the Alternative Committed Financing, as the case may be. (b) Prior to the Closing, the Company shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts to provide and or cause its and its Subsidiaries’ Representatives to provide to Parent and Purchaser, in each case at Parent’s sole expense, all cooperation reasonably requested by Parent or Purchaser that is customary in connection with the arrangement of the type of Financing contemplated by the Commitment Letter (provided in all cases that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), which reasonable best efforts shall include (i) (A) furnishing Parent Parties doing soand Purchaser and their Financing Sources, as promptly as reasonably practicable following Parent’s or Purchaser’s request, with such pertinent and customary information, to the extent reasonably available to the Company or its Subsidiaries, regarding the Company and its Subsidiaries, and any supplements thereto, as may be reasonably requested by Parent or Purchaser to consummate the Financing and (B) furnishing Parent and Purchaser and their Financing Sources, as promptly as reasonably practicable following Parent’s or Purchaser’s request, with information regarding the Company and its Subsidiaries (including information to be used in the preparation of one or more information packages regarding the business, operations, financial projections and prospects of the Company and its Subsidiaries) customary for the arrangement of loans contemplated by the Financing, to the extent reasonably available to the Company, its Subsidiaries or its Representatives and to assist in preparation of customary rating agency or lender presentations relating to such arrangement of loans, (ii) furnishing all consolidated financial statements, business and other financial data (other than pro forma financial statements but including, for the avoidance of doubt, any financial information of the Company and its Subsidiaries reasonably necessary to permit the Parent to prepare pro forma financial statements required under the Commitment Letter, and excluding textual descriptions of the Company’s business and financial results (other than what is customarily contained in the notes to the Company’s financial statements)), and audit reports of the Company and its Subsidiaries, and any supplements thereto required under the Commitment Letter and written financial information reasonably necessary for the Parent and the Financing Sources to prepare the “Confidential Information Memorandum” referred to in the Commitment Letter (the information referred to in clauses (i) and (ii) being referred to in this Agreement as the “Required Information”), (iii) participating and having senior management and its Representatives participate in a reasonable number of meetings, presentations, confidential information memorandum presentations and meetings, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Financing (including customary one-on-one meetings with the Financing Sources), (iv) assisting with the preparation of materials for rating agency presentations, bank information memoranda, and similar documents required in connection with the Financing; provided that any rating agency presentations, bank information memoranda, and similar documents required in connection with the Financing shall contain disclosure reflecting the Surviving Corporation and/or its Subsidiaries as the obligor, (v) taking all corporate actions, subject to and only effective upon the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately after the Effective Time, (vi) executing and delivering any customary pledge and security documents, credit agreements, ancillary loan documents and customary closing certificates and documents (in each case, subject to and only effective upon occurrence of the Effective Time) and assisting in preparing schedules thereto as may be reasonably requested by Parent or Purchaser (including delivery of borrowing base certificates and delivery of a solvency certificate of the chief financial officer of the Company, (vii) assisting in (A) the preparation, execution and delivery of one or more credit agreements, indentures, currency or interest hedging agreements or (2B) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding amendment or modification of any of the Financing Company’s or satisfaction its Subsidiaries’ currency or interest hedging agreements, if any, in each case, on terms that are reasonably requested by Parent or Purchaser in connection with the Financing; provided that no obligation of the conditions Company or any of its Subsidiaries under any such agreements or amendments shall be effective until the Effective Time, (viii) in connection with the Financing, providing customary authorization letters to the Financing Sources for the Financing authorizing the distribution of information to prospective lenders and containing a customary representation to the Financing Sources for the Financing that such information does not contain a material misstatement or omission and containing a representation to the Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or their securities, (ix) using reasonable best efforts to arrange for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all indebtedness contemplated by the Commitment Letter to be paid off, discharged and terminated on the Closing Date, (x) providing at least two Business Days prior to the expected Closing Date all documentation and other information about the Company and each of its Subsidiaries as is requested by the Financing Sources for the Financing and required under applicable “know your customer” and anti-money-laundering rules and regulations including the USA PATRIOT Act, (xi) using reasonable best efforts to cause accountants to consent to the use of their reports in any material relating to the Financing, (xii) assisting in obtaining corporate and facilities ratings for the Financing, (xiii) requesting the Company’s independent auditors to cooperate with Parent’s reasonable best efforts to obtain customary accountant’s comfort letters (including “negative assurance”) and consents from the Company’s independent auditors, (xiv) assisting with the execution, preparing and delivering of original stock certificates and original stock powers to the Financing Sources (including providing copies thereof prior to the Closing Date) on or prior to the Closing Date, and (xv) ensuring that there are no competing issues of debt securities or syndicated credit facilities of the Company and its Subsidiaries being offered or arranged between the execution of this Agreement and the Effective Time. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ and accountants costs and expenses) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.12(b) and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all direct and actual losses (other than lost profits), damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing, any action taken by them at the request of Parent pursuant to this Section 6.12(b) and any information used in connection therewith (except with respect to any information provided in writing by the Company or any of its Subsidiaries specifically for use in connection therewith), except, in each case, insofar as such losses, damages, claims, costs or expenses (i) arose out of or resulted from the common law fraud, willful misconduct or gross negligence of the Company, its Subsidiaries or their Representatives, (ii) directly resulted from the breach of any of the obligations of the Company, its Subsidiaries or their Representatives under this Agreement or (iii) that were agreed to in a settlement without the written consent of Parent. (c) Notwithstanding anything to the contrary contained in this Section 6.12, (i) no obligation of the Company or any of its Subsidiaries under any agreement, certificate, document or instrument (other than the authorization letters referred to above) shall be effective until the Effective Time (and nothing contained in this Section 6.12 or otherwise shall require the Company or any of its Subsidiaries, prior to the Effective Time, to be an obligor with respect to the Financing) and (iii) none of the Company or any of its Subsidiaries or Representatives shall be required to pay or incur any liability for any commitment or other fee or pay or incur any other liability in connection with the Financing less likely prior to occur,the Effective Time. (d) For purposes of this Section 6.12, the term “Financing” shall also be deemed to include any Alternative Committed Financing and the term “Commitment Letter” shall also be deemed to include any commitment letter (or similar agreement) with respect to such Alternative Committed Financing.

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of obtain the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including (i) using its reasonable best efforts to negotiate and enter into definitive agreements with respect to (i) maintaining thereto on terms and conditions contemplated in effect the Commitment LettersLetter provided to the Company pursuant to Section 4.16, (ii) negotiating definitive agreements with respect fully paying any and all commitment fees or other fees required by the Commitment Letter when due pursuant to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (includingprovisions thereof, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis using its reasonable best efforts to satisfy all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement such definitive agreements, (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investmentiv) have been satisfied (or upon funding will be satisfied), each Parent Party shall use using its reasonable best efforts to timely cause comply with its obligations under the Lenders Commitment Letter and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce v) enforcing its rights under the Debt Financing Commitment Letter. Parent shall keep the Company reasonably informed and in reasonable detail (including providing the Company with copies of all definitive documents related to the Financing) with respect to all material developments concerning the Financing. Without limiting the generality of the foregoing, Parent shall give the Company prompt notice (x) of any material breach or default by any party to any of the Commitment Letter and Definitive Agreements and or definitive agreements related to the Securities Purchase AgreementFinancing of which Parent becomes aware, as applicable). (by) The Parent Parties shall not, without the prior written consent of the Companyreceipt of any written notice from any Financing Party with respect to any (1) actual or potential material breach, default, termination or repudiation by any party to any of the Commitment Letter or definitive agreements related to the Financing of any provisions of the Commitment Letter or definitive agreements related to the Financing or (2) dispute or disagreement between or among any parties to any of the Commitment Letter or definitive agreements related to the Financing with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing, and (z) if at any time management of Parent believes it will not be able to obtain all or any portion of the Financing on the terms and conditions, in the manner or from the sources contemplated by the Commitment Letter or definitive agreements related to the Financing. As soon as reasonably practicable, Parent shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (x), (iy) terminate or (z) of the immediately preceding sentence; provided, that they need not provide any Commitment Letterinformation believed to be privileged or that is requested for purposes of litigation. Parent shall have the right from time to time to amend, unless such replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter is replaced in a manner consistent with or definitive financing agreements, and/or substitute other debt or equity financing for all or any portion of the following clause (ii)Financing from the same and/or alternative financing sources, or (ii) provided that Parent shall not permit any such amendment or modification to be made to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendmentLetter or replace all or a portion of the Financing with alternate financing arrangements that, modificationin each case, waiverwould reduce the aggregate amount of the Financing (other than immaterial reductions), or replacement (w) would (1) add any new condition amend the conditions to the drawdown of the Financing Commitments (or modify any existing condition in a manner adverse to Parent) the interests of the Company in any material respect, or which would otherwise that would in any other respect reasonably be reasonably expected to adversely affect (including with respect to timingimpair, taking into account materially delay or prevent the expected timing consummation of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall promptly deliver to the Company copies of any such amendment, modification or replacement. References to “Financing” shall include the financing contemplated under the Commitment Letter as permitted by this Section 7.06 to be amended, modified, supplemented or replaced (including, for the avoidance of doubt, any alternate financing transactions permitted hereunder), and references to “Commitment Letter” shall include such documents as permitted by this Section 7.06 to be amended, modified or replaced, in each case from and after such amendment, modification or replacement. (b) The Company shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause each of its and their respective Representatives, including legal, tax, regulatory and accounting representatives and advisors, to provide, all cooperation reasonably requested by Parent and/or the Financing Parties in connection with the Financing, including: (i) as promptly as practicable, providing to Parent and the lenders and other financial institutions and investors that are or may become parties to the Financing (the “Financing Parties”) following Parent’s request, financial statements and other information related to the Company or its Subsidiaries required by Regulation S-X and Regulation S-K under the 1933 Act, including (x) within the time periods the Company would be required to file with the SEC under the 1934 Act, audited consolidated financial statements for the most recently ended fiscal year and unaudited interim consolidated financial statements for each quarterly period ended thereafter, in each case, of the Company and its Subsidiaries and (y) information related to the Company or its Subsidiaries reasonably necessary for Parent to produce pro forma financial statements and pro forma adjustments for the period specified in (x) above and for the 12-month period ended on the last day of the most recently ended quarter (it being acknowledged that Parent shall be responsible for such pro forma financial statements, pro forma adjustments and information relating specifically to the Financing included in liquidity and capital resources disclosure and risk factors relating to the Financing) for registered offerings on Form S-3, as at the time during the Company’s fiscal year when such offering will be made to finance the transactions contemplated by this Agreement, or, if applicable, of the type and form that would be customarily included in an offering memorandum for private placements of debt securities under Rule 144A of the 1933 Act (provided that in no circumstance shall the Company be required to provide subsidiary financial statements or any other information of the type required by Rule 3-10 (other than to the extent already prepared) or Rule 3-16 of Regulation S-X) (information required to be delivered pursuant to this clause (i) being referred to as the “Required Information”); (ii) participating in a reasonable number of meetings, presentations and due diligence sessions; (iii) assisting in the preparation of documents and materials, including (A) any customary offering documents and bank information memoranda and (B) materials for rating agency presentations; (iv) providing authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders and containing a representation to the Financing Parties that the public side versions of such documents, if any, do not include material non-public information about the Company or its Affiliates or securities; (v) executing and delivering, and causing its Subsidiaries to execute and deliver, or using its reasonable best efforts to obtain from its advisors, as applicable, customary certificates, comfort letters, surveys, title insurance or such other documents and instruments relating to the Financing as may be reasonably requested by Parent; (vi) reasonably cooperating with Parent’s legal counsel in connection with any legal opinions that such legal counsel may be required to deliver in connection with the Financing; (vii) using its reasonable best efforts to assist in the preparation of definitive financing agreements as may be reasonably requested by Parent or required in connection with the Financing and taking all actions reasonably necessary for the Company and/or its Subsidiaries to become guarantors and pledgors thereunder at the Effective Time in accordance with the terms thereof, including with respect to the granting of and perfection of liens on assets and properties of the Company and its Subsidiaries at or following the Closing to the extent required under the definitive financing agreements, and executing and delivering, or causing its Subsidiaries to execute and deliver, such definitive financing agreements as necessary (provided that no obligation of the Company or any of its Subsidiaries under any such agreements shall be effective until the Effective Time); (viii) using its reasonable best efforts to cooperate with the Financing Parties’ due diligence and investigation, including legal, business and tax due diligence, evaluation of cash management systems and assets for the purpose of establishing collateral arrangements, and customary field audits and appraisals, in a manner not unreasonably interfering with the business of the Company; (ix) assisting Parent and its Representatives in connection with the preparation of an initial borrowing base certificate as required under the Financing; and (x) providing all documentation and other information about the Company and each of its Subsidiaries at least five days prior to the Closing Date as is reasonably requested in writing by Parent relating to applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the USA PATRIOT Act. (c) Parent (i) shall promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs (including reasonable attorneys’ and accountants’ fees) incurred by the Company, any of its Subsidiaries or their respective Representatives in connection with the cooperation of the Company, its Subsidiaries and their respective Representatives contemplated by this Section 7.06 (other than in connection with the provision of information that the Company would have prepared in the ordinary course for inclusion in the Company SEC Documents or the likelihood Form S-4), (ii) acknowledges and agrees that the Company, its Subsidiaries and their respective Representatives shall not incur any liability to any Person prior to the Effective Time under the Financing and (iii) shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Parent Parties doing soFinancing and any information used in connection therewith, except (A) with respect to any information provided by the Company or any of its Subsidiaries in writing for inclusion in customary offering documents and (2B) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of for any of the Financing foregoing to the extent the same is the result of willful misconduct or satisfaction bad faith of the conditions Company, any such Subsidiary or their respective Representatives. (d) The Company shall use reasonable best efforts to obtaining negotiate a payoff letter from the agent under the Company Credit Facility, in customary form reasonably acceptable to Parent, with respect to any and all obligations of the Company and its Subsidiaries under the Company Credit Facility (the “Company Revolver Indebtedness”) which payoff letter shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to such Company Revolver Indebtedness as of the anticipated Closing Date (and daily accrual thereafter) (the “Payoff Amount”) and (ii) state that all liens and all guarantees in connection therewith relating to the assets of the Company or any Subsidiary of the Company shall be, upon the payment of the Payoff Amount on the Closing Date, released and terminated (the payoff letter described in this sentence being referred to as the “Payoff Letter”). The Company shall use its reasonable best efforts to deliver a copy of the Payoff Letter to Parent no less than two Business Days prior to the delivery thereof to such agent, and in any case no less than two Business Days prior to the Closing Date. The Company shall, and shall cause its Subsidiaries to, deliver all notices and take all other actions reasonably requested by Parent to facilitate the termination of commitments under the Company Credit Facility, effective as of the Effective Time, the repayment in full of all obligations then outstanding thereunder (using funds provided by Parent) and the release of all encumbrances and termination of all guarantees in connection therewith on the Closing Date, effective as of the Effective Time (such termination, repayment and release, the “Credit Facility Termination”); provided that in no event shall this Section 7.06(d) require the Company or any of its Subsidiaries to make any payment or incur any obligation or liability in connection with such Credit Agreement Termination or cause such Credit Agreement Termination unless the Financing less likely Closing shall have occurred and the Company shall have received funds to occur,pay in full the Payoff Amount. In addition, to the extent Parent requests, the Company shall use its reasonable best efforts to obtain payoff letters in customary form for and with respect to any other indebtedness to be paid at Closing not covered by the foregoing.

Financing. (a) Each Parent Party Cedar shall use its use, and shall cause the Cedar Subsidiaries to use, their respective reasonable best efforts to obtain, or cause to be obtained, the proceeds of arrange the Financing on the terms and conditions described in the Commitment Letters Letter (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect provided that Cedar may amend the Commitment LettersLetter to add lenders, (ii) negotiating definitive agreements with respect to lead arrangers, bookrunners, syndication agents or similar entities or otherwise replace or amend the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, Commitment Letter so long as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and such action would not adversely affect (including with respect reasonably be expected to timing, taking into account delay or prevent the expected timing Closing or add conditions or otherwise materially restrict the availability of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ controlFinancing). In the event that all conditions contained Cedar becomes aware that any portion of the Financing is unavailable in the Debt manner or from the sources contemplated in the Commitment Letter and the Securities Purchase Agreement Letter, Cedar use its reasonable best efforts to obtain alternative financing for such portion from alternative sources. Cedar shall not agree to nor permit any amendment, modification or waiver (other than, with respect than a waiver of a condition to the Debt Financing, the availability ) of the Equity FinancingCommitment Letter, any other agreement, arrangement or understanding relating to the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect definitive agreements relating to the Subordinated Securities FinancingFinancing that is adverse to Cedar or Pine without Pine’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (b) Pine shall provide, shall cause the Debt FinancingPine Subsidiaries to provide, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party and shall use its reasonable best efforts to timely cause its and their Representatives to provide, such reasonable cooperation in connection with the Lenders arrangement of the Financing as may be reasonably requested by Cedar, including participating in meetings and presentations, providing information, documents, opinions and certificates, entering into agreements, and other actions that are or may be customary in connection with the Subordinated Securities Purchaser Financing or necessary to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation permit Cedar to enforce its rights fulfill conditions or obligations under the Debt Financing Commitment Letter and Definitive Agreements and related fee letters; provided that none of Pine or any of the Securities Purchase Agreement, as applicable)Pine Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability in connection with the Financing. (c) All non-public or otherwise confidential information regarding either party obtained by the other party pursuant to paragraphs (a) or (b) The Parent Parties shall notbe kept confidential in accordance with the Confidentiality Agreement; provided, without the prior written consent of the Companyhowever, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner that Cedar and its Representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replaceFinancing subject to customary confidentiality arrangements. Cedar shall indemnify and hold harmless Pine, the Commitment Letters if such amendment, modification, waiver, Pine Subsidiaries and their respective Representatives from and against any and all losses or replacement (w) would (1) add any new condition to damages suffered or incurred by them in connection with the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any arrangement of the Financing or satisfaction of the conditions to obtaining and any of the Financing less likely to occur,information utilized in connection therewith.

Financing. (a) Each Buyer shall, and shall cause Parent Party shall and its subsidiaries to, use its all commercially reasonable best efforts to obtain, or cause to be obtained, the proceeds of obtain the Financing on the terms and conditions described in the Commitment Letters Letter, when applicable, any Alternative Financing Commitment or, when applicable, the Commitment Letter or Alternative Financing Commitment, each as amended, modified or replaced in accordance with the Financing Modification Requirements (including, as necessarycollectively, the “flex” provisions contained in the Fee LetterFinancing Commitment”), including using its all commercially reasonable best efforts with respect to (i) maintaining to maintain in effect the Financing Commitment Letters, (ii) negotiating and to negotiate and enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, Financing Commitment or on other terms that are acceptable no less favorable to Buyer, (ii) to satisfy (or cause Parent and would not adversely affect (including with respect its subsidiaries to timing, taking into account the expected timing of the Marketing Periodsatisfy) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable in such definitive agreements, (iii) subject to Parent the terms and conditions contemplated in the Financing Commitment, to consummate the Financing at or prior to the Closing, (iv) to comply with its obligations under the Financing Commitment and (v) to cause the Persons providing the Financing to fund the Financing contemplated by the Financing Commitment on the Closing Date (including by enforcing its rights under the Financing Commitment). Buyer shall deliver to Seller true and complete copies of all agreements (other than any fee letters and engagement letters) pursuant to which any such alternative source shall have committed to provide Buyer with any portion of the Financing. Buyer shall give Seller prompt notice upon becoming aware of any material breach by any party to the Financing Commitment or any termination of the Financing Commitment. Buyer shall refrain (and shall cause its subsidiaries to refrain) from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of any of the conditions contained in the Financing Commitment or in any definitive agreement related to the Financing. Buyer shall not agree, without Seller’s prior written consent, to or permit any replacement, amendment, supplement or other modification of, or waive any of its rights under, all or a portion of the Financing Commitment if such replacement, amendment, supplement, modification or waiver (1) reduces the aggregate amount of the Financing Commitment, (2) imposes new or additional conditions or otherwise amends, expands or modifies any of the conditions to the Financing in any respect that could make such conditions less likely to be satisfied before the Closing or that would expand the possible circumstances under which such conditions would not be satisfied by the Closing Date, (3) can reasonably be expected to delay the Closing or the date on which the Financing would be obtained or (4) could adversely impact the ability of Buyer and its Subsidiaries Affiliates to obtaining enforce their rights against other parties to the Financing that are within Commitment or the Parent Parties’ controldefinitive agreements relating to the Financing (the “Financing Modification Requirements”). In the event that all conditions contained the Buyer becomes aware of any event or circumstance that makes procurement of any portion of the Financing unlikely to occur in the Debt manner or from the sources contemplated in the Commitment Letter Letters, Buyer shall promptly notify Seller and shall use all commercially reasonable efforts to arrange as promptly as practicable, but in no event later than one day prior to the Securities Purchase Agreement Closing Date, any such portion from alternative debt financing sources, on terms and conditions consistent with the Financing Modification Requirements (other thanany such alternative financing actually obtained by Buyer, an “Alternative Financing Commitment”). Buyer shall keep Seller informed on a current basis of the status of its efforts to obtain the Financing, provide Seller with copies of all documents related to the Financing. Notwithstanding anything to the contrary herein, if Buyer’s inability to consummate the Financing is attributable to Seller’s failure to comply with its obligations under Sections 5.8(b)(i) and (c)(i), then, for all purposes under this Agreement, Buyer shall not be deemed in breach of the covenant in this Section 5.8(a), the representations in Section 4.10 or the covenant in Section 7.2(a)(iii) with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Cash Purchase Agreement, as applicable)Price. (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,

Financing. (a) Each of Parent Party and Merger Sub shall use (and cause their Affiliates to use) its reasonable best efforts to obtain, or cause to be obtained, the proceeds of obtain the Financing on the terms and conditions described in the Commitment Letters (including, Financing Commitments as necessary, the “flex” provisions contained in the Fee Letter)promptly as practicable, including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating to negotiate and finalize definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee LetterFinancing Commitments, (ii) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing Merger Sub set forth in such definitive agreements that are within either of their control or influence and (iii) to comply with its obligations under the Financing Commitments and consummate the Financing no later than the Closing (subject to the amendment and replacement rights described herein). Parent Parties’ controlshall give the Company prompt notice upon becoming aware of any material breach by any party of the Financing Commitments or any termination of the Financing Commitments. In Each of Parent, Merger Sub and the event Company shall refrain (and shall use their reasonable best efforts to cause their Affiliates to refrain) from knowingly taking, directly or indirectly, any action that all would reasonably be expected to result in a failure or any or the conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect Financing Commitments or in any definitive agreement related to the Debt Financing, . Parent shall keep the availability Company informed on a reasonable basis and in reasonable detail of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect material developments relating to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities status of its efforts to arrange the Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The . Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Financing Commitments or replace, the Commitment Letters definitive agreements related to the Financing if such amendment, modification, waiverwaiver or remedy reduces the aggregate amount of the Financing available, amends the conditions to the drawdown of the Financing, adds any condition to funding, or replacement (w) would (1) add reasonably be expected to adversely impact or delay in any new condition material respect the ability of Parent and Merger Sub to consummate the transactions contemplated hereby or materially reduce the likelihood of the consummation of the transactions contemplated hereby or materially reduce the likelihood of any conditions to funding being satisfied, without first obtaining the Company’s prior written consent. Subject to the terms and conditions contained herein and satisfaction of the Tender Offer Conditions, in the case of the Offer, and the conditions set forth in Article VII, in the case of the Merger, in the event that all conditions to the Financing Commitments (other than, in connection with the Debt Financing, the availability or modify funding of any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing PeriodEquity Financing) have been satisfied. Parent shall draw down on the ability Financing required to consummate the Offer on the Acceptance Date and the Merger on the Closing Date. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, or Parent Parties becomes aware of any event or circumstance that makes receipt of any portion of the Financing unlikely to occur in the manner and from the sources contemplated in the Financing Commitments, Parent shall promptly notify the Company and shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms no less beneficial and in an amount sufficient to consummate the transactions contemplated by this Agreement or as promptly as practicable following the likelihood occurrence of such event but in no event later than the End Date. Parent shall deliver to the Company true and complete copies of all definitive agreements pursuant to which any such alternative source shall have committed to provide Parent and Merger Sub with any portion of the Financing. Parent Parties doing so, and Merger Sub acknowledge and agree that their respective obligations to consummate the Agreement are not conditioned or (2) taking into account the expected timing contingent upon receipt of the Marketing Period, would be Financing. (b) The Company will and will cause its Subsidiaries to and will use its reasonable best efforts to cause its and their respective Representatives to provide all cooperation reasonably expected to make requested by Parent in connection with the timely funding of any arrangement of the Financing or satisfaction (to the extent such requested cooperation does not unreasonably interfere with the ongoing operations of the conditions Company and its Subsidiaries), including (i) participation in a reasonable number of meetings in connection with the Financing (including due diligence sessions and meetings with ratings agencies) on reasonable advance notice, (ii) furnishing Parent and its financing sources with the financial information required to obtaining be provided pursuant to Section 6.12(a) hereof when and as required thereby, (iii) assisting Parent and its financing sources in the preparation of (A) any offering document (provided that any such document need not be issued by the Company or any of its Subsidiaries), (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of Parent and its financing sources, (v) forming new direct or indirect Subsidiaries, (vi) cooperating in the preparation of, and providing and executing (or using reasonable efforts to obtain from its advisors), documents as may reasonably be requested by Parent (including any underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Parent (including a certificate of the Chief Financial Officer of the Company with respect to solvency matters)) and otherwise reasonably facilitating, to the extent reasonably requested by Parent, the pledging of collateral (including cooperation, to the extent reasonably requested by Parent, in connection with the pay-off of existing indebtedness and the release of related Liens); provided, however, that no obligation of the Company or any of its Subsidiaries under any such certificate, document or instrument (other than the representation letter referred to above) shall be effective until the Effective Time, and (vii) taking all actions to the extent reasonably requested by Parent necessary to (A) permit the prospective lenders involved in the Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, and (viii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent in connection with the consummation of the Financing less likely prior to occur,the Acceptance Time. The foregoing notwithstanding, (x) prior to the New Directors Time, no Pre-Acceptance Date Director shall be required to take any action with respect to the foregoing and neither the Company nor any of its Subsidiaries shall be obligated to take any action that requires action or approval by the Pre-Acceptance Date Directors prior to the New Directors Time, (y) no obligation of the Company or any of its Subsidiaries or Representatives under any agreement, certificate, document or instrument relating to the Financing and executed or delivered pursuant to this Section 6.11(b) shall be effective until the Effective Time, and (z) none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other cost or expense (other than reasonable out-of-pocket costs, which shall be reimbursed by Parent pursuant to this Section 6.11(b)) prior to the Acceptance Time. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or its Subsidiaries in connection with such cooperation and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives for and against any and all losses suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than information provided by the Company or its Subsidiaries). All nonpublic or otherwise confidential information regarding the Company obtained by Parent, Merger Sub, their Representatives or their financing sources pursuant to this Section 6.11 shall be kept confidential in accordance with the Confidentiality Agreement.

Financing. If Parent determines to seek financing (athrough loans from financial institutions and/or the issuance or sale of equity or debt securities, or otherwise) Each in connection with the transactions contemplated by this Agreement (each, a “Parent Party Financing”), the Company shall use provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide to Parent and Merger Subsidiary, all commercially reasonable cooperation as may be requested by Parent or its Representatives in connection with any Parent Financing (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) participation in meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the Company or its Subsidiaries with Representatives of Parent and Parent Financing sources, (ii) assisting in the preparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents reasonably requested by Parent or its Representatives in connection with any Parent Financing (including using reasonable best efforts to obtainobtain consents of accountants for use of their reports in any materials relating to any Parent Financing and delivery of one or more customary representation letters), (iii) as promptly as practicable, furnishing Parent and Parent Financing sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent or cause to be obtained, the proceeds of the any Parent Financing on the terms and conditions described in the Commitment Letters sources (including, as necessary, the “flex” provisions contained in the Fee Letter), including Required Information”) and using its reasonable best efforts with respect to (i) maintaining cause the Company’s independent accountants to provide assistance and cooperation in effect the Commitment Lettersconnection therewith to Parent and any Parent Financing sources, (iiiv) negotiating definitive agreements reasonably cooperating with advisors, consultants and accountants of Parent or any Parent Financing sources with respect to the Debt Financing conduct of any examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any of its Subsidiaries, including for the purpose of establishing collateral eligibility and values, (v) to the extent not prohibited by Applicable Law or the Company’s contractual obligations to Third Parties, (A) facilitating the granting of security or pledging of collateral and (B) executing and delivering any pledge and security documents, commitment letters, certificates and other definitive financing documents (the “Definitive AgreementsDebt Documents”), provided that any collateral pledged or security granted by the Company or any of its Subsidiaries under, and any obligations of the Company or any of its Subsidiaries under, any Definitive Debt Documents to which it is a party shall be contingent upon the occurrence of the Effective Time, (vi) consistent taking all commercially reasonable actions necessary to (A) permit Parent Financing sources to evaluate the Company’s or any of its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements, provided that the information provided in connection therewith to such prospective lenders shall be subject to the terms of the Confidentiality Agreement, and (B) establish bank and other accounts, blocked account agreements and lock box arrangements in connection with the terms foregoing, (vii) furnishing Parent, Merger Subsidiary and conditions contained therein (includingtheir Representatives, as necessarywell as any prospective Parent Financing sources, the “flex” provisions contained in the Fee Letter) or, if available, on promptly with all documentation and other terms that are acceptable to Parent and would not adversely affect (including information required with respect to timingany Parent Financing under applicable “know your customer” and anti-money laundering rules and regulations, taking into account provided that the expected timing information provided to such prospective lenders shall be subject to the terms of the Marketing PeriodConfidentiality Agreement, (viii) using commercially reasonable efforts to obtain any necessary rating agencies’ confirmation or approval of any Parent Financing, (ix) using commercially reasonable efforts to obtain consents from Third Parties and accountants’ comfort letters from the ability of the Company’s and its Subsidiaries’ accounting firm contemplated by any Parent Parties to consummate the transactions contemplated herein, Financing and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to assisting Parent and its Subsidiaries counsel with information required for customary legal opinions required to obtaining be delivered in connection therewith and (x) taking all commercially reasonable actions necessary to permit the Financing that are within the consummation of any Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, including the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders execution and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver delivery of any material provision other certificates, instruments or remedy under, or replace, documents reasonably requested by Parent and to permit the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition proceeds thereof to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties made available at Closing to consummate the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, nothing shall require the Company to deliver or cause the likelihood delivery of (A) any certificate as to the solvency or any other certificate for the Parent Parties doing soFinancing, (B) any financial information in a form not customarily prepared by the Company with respect to such period, or (2C) taking any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 45 days prior to the date of such request (or 90 days in the case of a fiscal year-end). In no event shall the Company or any of its Subsidiaries or Affiliates be required to bear any cost or expense, pay any fee or incur any liability or make any commitment or agreement effective in connection with the Parent Financing (including entry into account any agreement) that is not contingent upon the expected timing of the Marketing Period, Closing or would be effective prior to the Effective Time. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with any Parent Financing; provided that such logos are used solely in a manner that is not reasonably expected likely to make harm or disparage the timely funding Company of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,its Subsidiaries.

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of arrange the Financing on the terms and conditions described in the Equity Commitment Letters (including, as necessary, Letter and the “flex” provisions contained in the Fee Debt Commitment Letter), including using its reasonable best efforts with respect to (i) maintaining maintain in effect the Equity Commitment LettersLetter and Debt Commitment Letter, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries Purchaser to obtaining the Financing set forth therein, and (iii) consummate the Financing at or prior to the dates that are within Purchaser becomes obligated to accept for payment and pay for Shares pursuant to the Offer. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Equity Commitment Letter and the Debt Commitment Letter, Parent Parties’ controlshall use its commercially reasonable efforts to arrange to obtain alternative financing on substantially similar terms from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. In Parent shall give the event that all conditions contained in Company prompt notice of any material breach or alleged material breach by any party to the Equity Commitment Letter or the Debt Commitment Letter and the Securities Purchase Agreement (other thanof which Parent or Purchaser becomes aware, with respect to the Debt Financing, the availability or any termination or threatened termination of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing Commitment Letter or the Rollover Investment and, with respect to Debt Commitment Letter. Parent shall keep the Subordinated Securities Financing, Company informed on a reasonably current basis in reasonable detail of the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use status of its reasonable best efforts to timely cause arrange the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Equity Commitment Letter or replacethe Debt Commitment Letter without first consulting with the Company or, the Commitment Letters if such amendment, modification, waiveramendment would, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to to, materially and adversely affect (including with or delay in any material respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties or Purchaser to consummate the transactions contemplated by this Agreement without first obtaining the Company’s prior written consent (such consent not to be unreasonably withheld or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,delayed).

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of obtain the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including (i) using its reasonable best efforts to negotiate and enter into definitive financing agreements with respect to (i) maintaining thereto on terms and conditions contemplated in effect the Commitment LettersLetter provided to the Company pursuant to Section 4.8, (ii) negotiating definitive agreements with respect fully paying any and all commitment fees or other fees required by the Commitment Letter when due pursuant to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (includingprovisions thereof, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis using its reasonable best efforts to satisfy all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement such definitive financing agreements, (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investmentiv) have been satisfied (or upon funding will be satisfied), each Parent Party shall use using its reasonable best efforts to timely cause comply with its obligations under the Lenders Commitment Letter and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce v) enforcing its rights under the Debt Commitment Letter. Parent shall keep the Company reasonably informed and in reasonable detail (including providing the Company with copies of all definitive documents related to the Financing in accordance with Section 4.8) with respect to all material developments concerning the Financing. Without limiting the generality of the foregoing, Parent shall give the Company prompt notice (x) of any material breach or default by any party to any of the Commitment Letter or definitive financing agreements related to the Financing of which Parent becomes aware, (y) of the receipt of any written notice from any Financing Party with respect to any (1) actual or potential material breach, default, termination or repudiation by any party to any of the Commitment Letter or definitive financing agreements related to the Financing of any provisions of the Commitment Letter or definitive financing agreements related to the Financing or (2) dispute or disagreement between or among any parties to any of the Commitment Letter or definitive financing agreements related to the Financing with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing, and (z) if at any time management of Parent believes it will not be able to obtain all or any portion of the Financing on the terms and conditions, in the manner or from the sources contemplated by the Commitment Letter or definitive financing agreements related to the Financing. As soon as reasonably practicable, Parent shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (x), (y) or (z) of the immediately preceding sentence; provided, that Parent need not provide any information believed to be privileged, that is requested for purposes of litigation or that is related to fees and other economic information redacted from such agreements that is consistent with the information redacted from the Fee Letters executed in connection with the Commitment Letter and Definitive Agreements and consistent with Section 4.8. Parent shall have the Securities Purchase Agreementright from time to time to amend, as applicable). (b) The Parent Parties shall notreplace, without supplement or otherwise modify, or waive any of its rights under, the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with Fee Letters or definitive financing agreements, and/or substitute other debt or equity financing for all or any portion of the following clause (ii)Financing from the same and/or alternative financing sources, or (ii) provided that Parent shall not permit any such amendment or modification to be made to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if Letter or replace all or a portion of the Financing with alternate financing arrangements that, in each case, would reduce the aggregate amount of the Financing (other than immaterial reductions or as otherwise proved in such amendmentCommitment Letter or Fee Letters, modificationincluding “flex provisions”), waiver, or replacement (w) would (1) add any new condition amend the conditions to the drawdown of the Financing Commitments (or modify any existing condition in a manner adverse to Parent) the interests of the Company, or which would otherwise that would in any other respect reasonably be reasonably expected to adversely affect (including with respect to timingimpair, taking into account delay or prevent the expected timing consummation of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or without the likelihood prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). Parent Parties doing so, or (2) taking into account shall promptly deliver to the expected timing of the Marketing Period, would be reasonably expected to make the timely funding Company copies of any such amendment, modification or replacement, provided that Parent shall not be obligated to deliver to the Company copies of any Fee Letters or other information redacted from such agreements that is consistent with the economic information redacted from the Fee Letters entered into in connection with the Commitment Letter and consistent with Section 4.8. (b) If all or any portion of the Financing or satisfaction of becomes unavailable on the terms and conditions contemplated in the Commitment Letter, Parent shall use its reasonable best efforts to obtaining any arrange to promptly obtain such Financing from alternative sources on terms not materially less favorable, in the aggregate, to Parent (including with respect to the conditionality thereof) in an amount sufficient, when added to the portion of the Financing that is available to pay in cash all amounts required to be paid by Parent in connection with the Merger (“Alternative Financing”), and to obtain a new financing commitment letter (the “Alternative Commitment Letter”), fee letter and a new definitive agreement with respect thereto (the “Alternative Financing Agreement”) that provides for financing on terms not materially less likely favorable, in the aggregate, to occur,Parent and in an amount that is sufficient, when added to the portion of the Financing that is available, to pay in cash all amounts required to be paid by Parent and the Surviving Corporation in connection with the Merger. (c) References in this Agreement to (i) “Financing” shall include the financing contemplated under the Commitment Letter and any Alternative Commitment Letter as permitted by this Section 6.13 to be amended, modified, supplemented or replaced (including, for the avoidance of doubt, any alternate financing transactions permitted hereunder), (ii) “Commitment Letter” shall include such documents as permitted by this Section 6.13 (including any Alternative Commitment Letter) to be amended, modified or replaced, in each case from and after such amendment, modification or replacement and (ii) definitive financing agreements shall be deemed to include any Alternative Financing Agreement.

Financing. (a) Each Parent Party and Merger Sub shall use its their reasonable best efforts to obtain, or cause to be obtained, arrange the proceeds of the Debt Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter)Debt Financing Commitment, including using its their reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, thereto and (iiiii) taking into account the expected timing of the Marketing Period, satisfying to satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing in such definitive agreements that are within the Parent Parties’ its control. In the event that all any portion of the Debt Financing becomes unavailable on the terms and conditions contained contemplated in the Debt Commitment Letter and the Securities Purchase Agreement (other thanFinancing Commitment, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause arrange to obtain alternative financing from alternative sources on comparable terms or terms not materially less favorable (as determined in the Lenders and reasonable judgment of Parent) as promptly as practicable following the Subordinated Securities Purchaser occurrence of such event. In connection with its obligations under this Section 6.12, Parent shall be permitted to fund amend, modify or replace the Debt Financing and Commitment, provided that Parent shall not make, agree to or allow any modification to or replacement of the Subordinated Securities Financing, as applicable (including by seeking through litigation conditions precedent to enforce its rights under the funding set forth in the Debt Financing Commitment Letter and Definitive Agreements and in a manner more favorable to the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, parties providing the Debt Financing without the prior written consent of the CompanyCompany (which consent shall not be unreasonably withheld, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with conditioned or delayed). Parent shall give the following clause (ii), or (ii) permit any amendment or modification to, or any waiver Company prompt notice of any material provision breach by any party of the Debt Financing Commitment of which Parent becomes aware or remedy underany termination of the Debt Financing Commitment. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing. (b) The Company agrees to provide, or replaceand shall cause its Subsidiaries and its and their respective officers, the Commitment Letters if such amendmentemployees, modificationCompany Representatives and advisors, waiverincluding legal and accounting advisors, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect provide, all reasonable assistance and cooperation (including with respect to timing, taking into account timeliness) in connection with the expected timing arrangement of the Marketing PeriodDebt Financing as may be reasonably requested by Parent, including (i) participation in meetings, presentations (including management presentations), drafting sessions and due diligence sessions, (ii) no later than the ability Offer Commencement Date, furnishing Parent and its financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent, including projections, pro forma statements, all financial statements and other financial data and other pertinent information of the Parent Parties to consummate type required by Regulation S-X and Regulation S-K under the transactions contemplated by this Agreement or Securities Act, (iii) assisting in the likelihood preparation of the Parent Parties doing so, or (2A) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of an offering document and other customary marketing materials for any of the Debt Financing or satisfaction and (B) materials for rating agency presentations, (iv) reasonably cooperating with the consummation of the conditions to obtaining Debt Financing and the syndication and marketing efforts for any of the Debt Financing, including obtaining any rating agency confirmations or approvals for the Debt Financing, (v) providing and executing documents as may be reasonably requested by Parent, including a certificate of the chief financial officer of the Company or any Company Subsidiary with respect to solvency matters, and consents of accountants for use of their reports in any materials relating to the Debt Financing, (vi) reasonably facilitating the pledging of collateral, (vii) using commercially reasonable efforts to obtain accountants’ comfort letters, legal opinions, surveys and title insurance, as reasonably requested by Parent, and (viii) taking all actions reasonably necessary for the Company or any Subsidiary to become the borrower or a guarantor under the Debt Financing less likely prior to occur,or simultaneously with the Closing; provided, however, in each case, that none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing prior to the Effective Time; and provided further, that Parent shall reimburse the Company for reasonable and documented out-of-pocket expenses incurred in connection with such assistance and cooperation. (c) All non-public or otherwise confidential information regarding the Company obtained by Parent or the Parent Representatives pursuant to Section 6.12(b) shall be kept confidential in accordance with the Confidentiality Agreement; provided, however, that Parent and Merger Sub and its Representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the Debt Financing upon the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of the Financing on the terms all actions and conditions described in the Commitment Letters (includingto do, as or cause to be done, all things necessary, proper or advisable to arrange debt financing for the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing purpose of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or (the likelihood “Debt Financing”) so as to close within the time period provided in Section 1.2 hereof. Parent shall keep ▇▇▇▇▇▇ informed on a reasonably current basis of the status of its efforts to arrange the Debt Financing. (b) ▇▇▇▇▇▇ shall provide to Parent Parties doing so, or all cooperation reasonably requested by Parent that is reasonably necessary and customary in connection with the Debt Financing (2) taking into account provided that such requested cooperation shall not unreasonably interfere with the expected timing operation of the Marketing Periodbusiness of ▇▇▇▇▇▇ or require ▇▇▇▇▇▇ to take any action ▇▇▇▇▇▇ reasonably believes to be inconsistent with Applicable Laws and provided further that ▇▇▇▇▇▇ shall not be required to pay any commitment or other similar fee or incur any other cost, would be reasonably expected to make expense or liability that is not simultaneously reimbursed by Parent in connection with the timely funding of Debt Financing or any of the actions contemplated by this Section 6.11 prior to the Closing), including: (i) participating in a reasonable number of customary meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies; (ii) assisting Parent with the preparation of materials for rating agency presentations and offering documents (including private placement memoranda, bank information memoranda, prospectuses and similar documents) necessary and customary in connection with the Debt Financing; provided, that any private placement memoranda or prospectuses in relation to high yield debt securities need not be issued by ▇▇▇▇▇▇ or any of its Subsidiaries; provided further, that any such memoranda or prospectuses shall contain disclosure and financial statements with respect to ▇▇▇▇▇▇ or the Surviving Corporation reflecting the Surviving Corporation and/or its Subsidiaries as the obligor; (iii) assisting Parent with the preparation of all financial statements and financial data of the type required by Regulation S-X (provided that information required by Rule 3-10 of Regulation S-X may be in summary form) and Regulation S-K under the Securities Act (without giving effect to the executive compensation and related person disclosure rules related to SEC Release Nos. 33-8732A; 34-54302A; IC-27444A); (iv) furnishing Parent with financial and other pertinent information regarding ▇▇▇▇▇▇ as may be reasonably requested by Parent to consummate the Debt Financing, including all financial statements and financial data reasonably required to consummate the Debt Financing if such offering were registered under the Securities Act and of the type and form customarily included in private placements under Rule 144A of the Securities Act and the financial data required by Item 3-01 of Regulation S-K under the Securities Act; (v) using reasonable best efforts to assist Parent in procuring accountants’ comfort letters and consents, payoff letters, lien releases, legal opinions, surveys and title insurance as reasonably requested by Parent; (vi) providing and executing customary officer’s certificates and other similar documents as may be reasonably requested by Parent so long as no such document is effective until the occurrence of the Closing; (vii) using reasonable best efforts to cooperate with the marketing efforts of Parent and its financing sources for any Debt Financing to be raised by Parent to complete the transactions contemplated hereby; (viii) executing and delivering definitive financing documentation and delivering collateral for the Debt Financing, all effective at the Effective Time; and (ix) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent in connection with the consummation of the Debt Financing. (c) The parties acknowledge that the active participation and assistance of appropriate members of management of ▇▇▇▇▇▇ will be necessary in order to enable Parent to create an offering memorandum or satisfaction bank memorandum for any bond offering or bank credit facility that is part of the Debt Financing. ▇▇▇▇▇▇ will endeavor to make such individuals reasonably available to Parent for the purpose described in the preceding sentence to an extent generally consistent with the availability that would reasonably be expected in other comparable companies operating under a similar timetable. (d) All non-public or otherwise confidential information regarding ▇▇▇▇▇▇ obtained by Parent pursuant to this Section 6.11 shall be kept confidential in accordance with the Confidentiality Agreements. (e) Parent shall, promptly upon request by ▇▇▇▇▇▇, reimburse ▇▇▇▇▇▇ for all reasonable and documented out-of-pocket costs incurred by ▇▇▇▇▇▇ or its Subsidiaries in connection with their respective cooperation pursuant to this Section 6.11 and shall indemnify and hold harmless ▇▇▇▇▇▇, its Subsidiaries and their respective representatives for and against any and all losses suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than in respect of any actions or omissions of ▇▇▇▇▇▇, its Subsidiaries and its Affiliates which constitute willful misconduct or gross negligence or any information provided by ▇▇▇▇▇▇ or its Subsidiaries). (f) Parent acknowledges and agrees that consummation of the transactions contemplated by this Agreement is not conditional upon the receipt by Parent of the proceeds of the Financing Commitments and that any failure by Parent to consummate the Merger on the Closing Date, provided, that at such time the conditions to obtaining any Closing set forth in Sections 7.1 and 7.2 are satisfied, shall constitute a breach by Parent of the Financing less likely to occur,this Agreement.

Financing. (a) Each Parent Party shall use use, and shall cause its affiliates to use, reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and to do, or cause to be done, all things necessary, proper or advisable to keep the proceeds of financing commitment in full force and effect and to arrange the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter)Financing Commitment, including using its reasonable best efforts with respect to (i) maintaining to negotiate and enter into, and keep in effect effect, the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, Financing Commitment (or on other terms acceptable to Parent, provided such terms do not contain any conditions to funding on the Offer Closing Date and the Closing Date that are acceptable to Parent not set forth in the Financing Commitment and would not adversely affect (including with respect otherwise reasonably be expected to timing, taking into account impair or delay the expected timing consummation of the Marketing PeriodFinancing), (ii) the ability of the Parent Parties to consummate the transactions contemplated herein, and satisfy (iiior cause its affiliates to satisfy) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries subsidiaries to obtaining the Financing set forth in the Financing Commitment that are within their control and to otherwise comply with all of their obligations under the Financing Commitments, and (iii) to consummate the Financing contemplated by the Commitment Letter at or prior to the Offer Closing and the Closing, as applicable, including using its reasonable best efforts to cause the lenders and the other persons providing such Financing to fund the Financing required to consummate the Offer at the Offer Closing and the Merger at the Closing (including seeking specific performance to cause the Financing to be consummated in accordance with the Financing Commitments). Parent Parties’ controland Merger Sub shall keep the Financing Commitment in full force and effect and not modify, amend, waive, supplement or otherwise alter the Financing Commitment or the definitive agreements with respect thereto or any of the terms thereof, except that Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of their rights under, the Financing Commitment or the definitive agreements with respect thereto, and/or substitute other debt or equity financing for all or any portion of the Financing Commitment from the same and/or alternative financing sources; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Financing Commitment or such definitive agreements that amends the Financing Commitment and/or substitution of all or any portion of the Financing shall not (A) expand upon the conditions precedent to the Financing as set forth in the Financing Commitment or (B) prevent, impede or delay the consummation of the Offer and the Merger and the other Transactions. Parent shall be permitted to reduce the amount of Financing under the Financing Commitment or the definitive agreements with respect thereto in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required to consummate the Offer and the Merger and the other Transactions; and provided further that such reduction shall not (I) expand upon the conditions precedent to the Financing as set forth in the Financing Commitment or (II) prevent, impede or delay the consummation of the Offer and the Merger and the other Transactions. In the event that all any portion of the Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, on the terms and conditions contained set forth in the Debt Financing Commitment Letter and such portion is reasonably required, together with the financial resources of Parent, including cash on hand, marketable securities and the Securities Purchase Agreement (proceeds of loans under existing revolving credit facilities of Parent or its subsidiaries, to consummate the Offer and the Merger and the other thanTransactions, with respect to Parent shall notify the Debt FinancingCompany within 24 hours, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each and Parent Party shall use its reasonable best efforts to timely cause obtain, as promptly as practicable following the Lenders occurrence of such event, any such portion from alternative sources (“Alternative Financing”) on terms that will still enable Parent to consummate the Transactions; provided, that without the prior written approval of the Company, no such alternative financing shall be on terms and conditions (including any “flex” provisions and conditions to funding) that are not, in the aggregate, at least as favorable to Parent and the Subordinated Securities Purchaser Company (as determined in the reasonable judgment of Parent) as those in the Financing Commitment and otherwise in compliance with this Agreement. Parent shall deliver to fund the Debt Company true and complete copies of all agreements related to such Alternative Financing (excluding fee letters and engagement letters, except to the extent that such documents contain any conditions to funding or “flex” provisions (excluding provisions related solely to fees and economic terms agreed to by the parties)). Parent shall refrain (and shall cause its affiliates to refrain) from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of any of the conditions contained in the Financing Commitment or in any definitive agreement related to the Financing. Parent shall keep the Company reasonably informed on a current basis of the status of its efforts to obtain the Financing, promptly provide the Company copies of all documents related to the Financing (excluding fee letters and engagement letters, except to the extent that such documents contain any conditions to funding, “flex” provisions or other substantive provisions (excluding provisions related solely to fees and economic terms agreed to by the parties)) or regarding the terms and conditions of the Financing and give the Subordinated Securities Financing, as applicable (including Company notice of any material breach by seeking through litigation any party to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and of which Parent becomes aware or any termination of the Securities Purchase AgreementFinancing Commitment, as applicable)such notice to be given within 24 hours after Parent becomes so aware. (b) The Company shall provide, shall cause the Company Subsidiaries to provide and shall use its commercially reasonable efforts to cause the Company Representatives, to provide such reasonable cooperation in connection with the Financing as may be reasonably requested by Parent Parties shall not, without the prior written consent or any provider of the CompanyFinancing or any Alternative Financing, including, but not limited to, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced participation in a manner consistent reasonable number of meetings (including customary one-on-one meetings with the following parties acting as lead arrangers for the Financing or any Alternative Financing and senior management and Representatives, with appropriate seniority and expertise, of the Company), drafting sessions, presentations, road shows, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies, (ii) providing Parent and its financing sources with customary financial and other pertinent information regarding the Company and the Company Subsidiaries (including information to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of Parent and the Company customary for such financing or reasonably necessary for the completion of the Financing by Parent’s financing sources) as may be reasonably requested by Parent to consummate the Financing, including (A) all financial statements and financial and other data of the type required by Regulation S-X and Regulation S-K under the Securities Act for registered offerings of debt securities, and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information and other documents required to satisfy any customary negative assurance opinion, to consummate the Financing at the time or times the Financing is to be consummated), (B) all of the information and data related to the Company and its Subsidiaries necessary to satisfy the requirements of Sections 1(c) and 3(a) of Exhibit D of the Financing Commitment and (C) other documents required to consummate the Financing at the time or times the Financing is to be consummated, and appropriate comparable information if a portion of the Financing is consummated prior to the Closing Date (information and data required to be delivered pursuant to clauses (A) and (B) of this clause (ii) being referred to as the “Required Financial Information”), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,

Financing. (a) Each Parent Party shall use its commercially reasonable best efforts to obtain, or cause to be obtained, obtain the proceeds full amount of the Financing on the terms and conditions described in the Commitment Letters (includingFinancing Commitments delivered to the Company by Parent; provided, as necessaryhowever, the “flex” provisions contained that in the Fee Letter)event that any portion of the Financing becomes unavailable on the terms and conditions of the Financing Commitments, including using Parent shall use its commercially reasonable best efforts to obtain alternative financing in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement (the “Alternative Financing”) as promptly as reasonably practicable following the occurrence of such event. (b) Parent acknowledges and agrees that Parent’s obligation to consummate the Merger on the terms and conditions specified herein is not subject to a financing condition and is not conditional upon the receipt by Parent of the proceeds of the Financing Commitments required to effect the Closing pursuant to Section 1.03 hereof and to satisfy its obligations under Article II hereof, including depositing (or causing to be deposited) with the Paying Agent sufficient funds to make all payments pursuant to Article II hereof. (c) Parent shall give the Company prompt notice of any material breach by any party to the Financing Commitments, of which Parent or Merger Sub becomes aware, or any termination of the Financing Commitments. Parent will keep the Company reasonably informed of the status of the Financing and/or Alternative Financing. (d) The Company shall provide, and will cause its officers and employees to provide, all necessary cooperation and information in connection with the arrangement and obtaining of the Financing described in the Financing Commitments and/or Alternative Financing as may be reasonably requested by Parent, including, without limitation, facilitating customary due diligence on the Company and arranging senior officers of the Company, as selected by Parent, to meet with prospective lenders and investors in customary presentations (including “road show” presentations and sessions with rating agencies), cooperation in preparing and filing any offering documents, the issuance of any comfort letter, obtaining any Company auditors’ consents, certifications of the chief financial officer of the Company with respect to solvency matters, the delivery of consolidated pro forma financial information of the Company, the use of commercially reasonable efforts to cause each independent auditor of the Company to so cooperate or otherwise and the use of commercially reasonable efforts to facilitate the grant, attachment and perfection of first priority security interests in substantially all of the Company’s assets for the lender(s) providing the Debt Financing, except for Liens (and the assets of the Company securing such Liens), which are contemplated to continue after the Effective Time, as set forth on Section 5.13 of the Company Disclosure Letter. (e) Parent shall not amend, supplement, modify or terminate (whether unilaterally or by mutual consent), in a manner either materially adverse to the Company or to the consummation of the Merger, any Equity Financing Commitment, or waive any rights thereunder, prior to the termination of this Agreement, without the written consent of the Company, such consent not to be unreasonably withheld. (f) The Company acknowledges that, prior to the Effective Time, the Company and its Subsidiaries shall take actions with respect to (i) maintaining prepaying, redeeming and/or obtaining the consent of the holders of the Company Convertible Note in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent accordance with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), thereof or (ii) permit any amendment restructuring or modification toterminating the Company Credit Facility. The Company shall provide such information and take such actions as are necessary with respect thereto, including calling for prepayment or redemption, or any waiver of any material provision or remedy underrenegotiating, or replaceas the case may be, the Commitment Letters if Company Convertible Note; provided, that (i) no such amendmentprepayment or redemption shall actually be made until substantially contemporaneous with or after, modificationor, waiverin the case of the call for prepayment or redemption, immediately prior to or replacement contemporaneous with, the Effective Time and (wii) would (1) add any new condition no such call for prepayment or redemption shall be required prior to the Financing Commitments (Effective Time unless the Company is permitted to condition such call for prepayment or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account redemption on the expected timing occurrence of the Marketing Period) Effective Time or to withdraw such call for prepayment or redemption if the ability of Effective Time shall not have occurred on or prior to the Parent Parties applicable scheduled prepayment or redemption date; and provided, further, that the Company shall not be required to consummate enter into any bank commitment that will become effective prior to the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,Effective Time.

Financing. (a) Each Parent Party shall use its Tenant agrees to pay, upon demand, all reasonable best efforts to obtaincosts and expenses incurred by Landlord in connection with the purchase, or cause to be obtainedleasing and initial financing of the Leased Premises including, without limitation, the proceeds cost of appraisals, property condition reports, environmental reports, title insurance premiums and charges (including endorsements), zoning reports, UCC searches, surveys, transfer taxes and recording fees, and legal fees and expenses of Landlord's and Lender's counsel. Tenant shall not be responsible for payment of any costs or expenses incurred by Landlord in connection with any refinancing of the Financing on Leased Premises following the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable)Initial Loan. (b) The Parent Parties shall notTenant agrees to pay, without within ten(10) business days of written demand thereof, any cost, charge or expense (other than the prior written consent principal of the CompanyNote and interest thereon at the contract rate of interest specified therein) imposed upon Landlord by Lender pursuant to Loan Documents which are caused by a default by Tenant hereunder and which are not otherwise reimbursed by Tenant to Landlord pursuant to any other provision of this Lease. (c) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and information as Tenant is required to give to Landlord hereunder and to consent to such financing if such consent is requested by such Lender. Tenant shall execute any such changes or modification to this Lease and all other documents that such Lender reasonably requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not increase any Monetary Obligations, or materially adversely affect any other right, benefit or privilege of Tenant under this Lease or materially increase Tenant's other obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (i) terminate Lender and its assigns will not be liable for any Commitment Lettermisrepresentation, unless such Commitment Letter is replaced in a manner consistent with the following clause act or omission of Landlord and (ii)) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord, provided that neither of the confirmations in the preceding clauses (i) or (ii) permit shall limit any amendment claim or modification todemand for which Landlord is otherwise liable. In addition, or Landlord agrees that, if Landlord obtains a Loan (the "New Loan") that replaces the Initial Loan prior to the tenth(10th) anniversary of the Commencement Date, then, until the tenth(10th) anniversary of the Commencement Date (A) Landlord shall not require Tenant to pay Escrow Charges that are in excess of the Escrow Charges required by the Initial Lender to the extent that such increase was required by a new Lender in exchange for Landlord obtaining a reduction in interest rate under such New Loan, (B) Tenant shall not be required to pay any waiver portion of any material provision or remedy under, or replace, a Prepayment Premium that is in excess of the Commitment Letters Prepayment Premium that would have otherwise have been payable under the Initial Loan if such amendmentincreased Prepayment Premium was required by a new Lender in exchange for Landlord obtaining a reduction in interest rate under such New Loan, modification, waiver, or replacement and (wC) would (1) add any Landlord shall not require Tenant to pay Escrow Charges to such new condition to Lender that are not customary in the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account market-place at the expected timing of time the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,New Loan is obtained.

Financing. (a) Each Parent Party and Merger Sub shall give the Company prompt notice of any material breach by any party to the Financing Commitments or any termination of the Financing Commitments. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of the Financing. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, Parent shall use its reasonable best efforts to obtainarrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Offer and the Merger as promptly as practicable following the occurrence of such event. Parent shall use its reasonable efforts to arrange and obtain financing necessary to consummate the Offer and the Merger. (b) To the extent permitted by applicable Law, or prior to the Effective Time the Company and its Subsidiaries shall use reasonable efforts, and shall use reasonable efforts to cause each of their respective officers, directors, employees and representatives, to be obtained, assist and cooperate with Parent in connection with its efforts to obtain the proceeds of the Financing on that Parent seeks in connection with the terms and conditions described in Offer or the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter)Merger, including using its reasonable best efforts with respect to (i) maintaining causing appropriate officers and employees (x) to be available, on a customary basis and on reasonable advance notice, to meet with prospective lenders and investors in effect meetings, drafting sessions, due diligence sessions, management presentations, road shows and sessions with rating agencies, (y) to provide reasonable and customary management and legal representations to auditors and (z) to otherwise reasonably cooperate with the Commitment Lettersmarketing efforts of Parent and its financing sources for the Financing, (ii) negotiating definitive agreements assisting with respect the timely preparation of materials for rating agency presentations, business projections and financial statements (including those required by the SEC), and assisting Parent (including by participating in drafting sessions) in timely preparing offering memoranda, private placement memoranda, prospectuses and similar documents, including delivering all information necessary for the completion of such information memoranda, private placement memoranda, prospectuses and similar documents to be used in connection with the syndication of any such financing to Parent at least twenty (20) days prior to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (includingExpiration Date, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account using commercially reasonable efforts to cause its independent accountants to provide reasonable assistance to Parent, including providing consent to Parent to use their audit reports and any reviews of interim period financial statements prepared under GAAP relating to the expected timing Company and its Subsidiaries and to provide any necessary “comfort letters,” (iv) using reasonable efforts to cause its attorneys to provide reasonable assistance to Parent, including to provide any necessary and customary legal opinions, (v) obtaining any necessary rating agencies’ confirmations or approvals, (vi) obtaining any evidence of repayment and termination of the Marketing PeriodCompany’s existing revolving credit facility and any other existing credit facilities and other indebtedness (including payoff letters) requested by Parent and (vi) executing and delivering any other requested certificates or documents. The Company shall repay any outstanding amounts under the Company’s existing revolving credit facility no later than one (1) Business Day prior to the Expiration Date and shall use reasonable efforts to terminate such Credit Facility prior to the Appointment Time (in each case including, satisfying without limitation, providing the requisite prior notice to the lenders thereunder in order to terminate such facility on a timely basis all conditions applicable such date in accordance with its terms). The Company will work with Parent to provide to Parent and its Subsidiaries to obtaining financing sources, if any, as promptly as practicable the audited, unaudited and pro forma and other financial information reasonably requested by Parent, in each case prepared in accordance with the standards set forth in the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including otherwise reasonably requested by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable)Parent. (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,

Financing. (a) Each Parent Party Purchaser shall use its commercially reasonable best efforts (taking into account the expected timing of the Marketing Period) to obtaintake, or cause to be obtainedtaken, the proceeds of all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, to the “flex” provisions contained in extent necessary to consummate the Fee Letter)Contemplated Transactions, including using its commercially reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating negotiate and enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, or on other terms that are acceptable to Parent and would not adversely affect (including materially less favorable, taken as a whole, with respect to timing, taking into account the expected timing of applicable Purchaser Entity as to conditionality than the Marketing Period) terms provided in the ability of the Parent Parties to consummate the transactions contemplated herein, Commitment Letters and (iiiii) taking into account the expected timing of the Marketing Period, satisfying to satisfy on a timely basis all conditions, and otherwise comply with all terms, applicable to the applicable Purchaser Entity in the Commitment Letters that are within its control (or, if deemed advisable by Purchaser, seek the waiver of conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ controlapplicable Purchaser Entity contained in such Commitment Letters). In the event that all any portion of the Financing necessary to consummate the Contemplated Transactions becomes unavailable on the terms and conditions contemplated in the Commitment Letters, Purchaser shall promptly notify Seller and shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources on terms and conditions not materially less favorable to the applicable Purchaser Entity as those contained in the Debt Commitment Letter Letters as promptly as practicable following the occurrence of such event. Purchaser shall deliver to Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Purchaser with any portion of the Securities Purchase Agreement (other than, Financing and promptly provide Seller with respect such information it may reasonably request regarding any alternative financing arrangements or plans. Purchaser shall give Seller prompt notice of any material breach by any party to the Debt Financing, the availability Commitment Letters of which Purchaser has become aware or any termination of the Equity FinancingCommitment Letters. Upon request from Seller, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect Purchaser shall keep Seller informed on a reasonably current basis of material developments relating to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing . Purchaser may agree to or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment amendment, supplement or other modification to be made to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if or the definitive agreements relating to the Financing and may obtain financing in substitution of all or a portion of the Financing so long as (x) Purchaser promptly provides Seller with such information as it may reasonably request in connection with any alternative financing arrangements or plans and (y) such amendment, modificationsupplement, waivermodification or waiver (i) does not reduce the aggregate amount of the Financing below an amount, together with any available cash of Purchaser or the Genesis Companies, required to pay the Required Payment Amount (including by increasing the amount of fees to be paid or original issue discount as compared to such fees and original issue discount contemplated by the Debt Commitment Letter and related fee letters in effect on the date hereof unless the Debt Financing or the Equity Financing is increased by such amount and/or cash is otherwise available to fund such amount); (ii) does not (A) impose new or additional conditions precedent to the Financing, or replacement (wB) otherwise adversely expand, amend or modify any of the conditions precedent to the Financing, in the case of clauses (A) and (B), in a manner that would reasonably be expected to prevent or materially delay the ability of Purchaser to consummate the Closing; or (iii) would not materially adversely impact the ability of Purchaser to enforce its rights against other parties to the Commitment Letters or otherwise to timely consummate the Contemplated Transactions. For purposes of this Agreement, references to “Financing” or “Debt Financing,” as applicable, shall include the financing contemplated by the Commitment Letters as permitted to be amended, modified, waived or replaced by this Section 5.11(a), and references to “Debt Commitment Letters” shall include such documents as permitted to be amended, modified, waived or replaced by this Section 5.11(a). Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.11 shall require, and in no event shall the commercially reasonable efforts of Purchaser be deemed or construed to require, Purchaser or any Affiliate thereof to (i) seek the Equity Financing from any source other than those counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter, or (ii) pay any fees materially in excess of those contemplated by the Equity Commitment Letter or the Debt Commitment Letters. (b) Prior to the Closing, or as expressly provided in clause (iv) below, after the Closing, Seller shall use commercially reasonable efforts to, and shall cause Seller’s and the Company’s respective Representatives to, provide to Purchaser (which for all purposes of clauses (i) – (xi) of this Section 5.11(b) shall also be deemed to include each applicable Purchaser Entity) such cooperation as is reasonably requested by Purchaser and the Debt Financing Sources, other than as expressly provided in clause (iv) below, in connection with the Debt Financing (in each case at Purchaser’s sole cost and expense and provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller and its Subsidiaries), including: (i) assisting in preparation for and participation in marketing efforts (including a reasonable number of lender meetings and calls), and participating in a reasonable number of meetings, drafting sessions, rating agency presentations, road shows and due diligence sessions (including accounting due diligence sessions) and sessions with existing and prospective lenders, investors and ratings agencies and assisting Purchaser in obtaining ratings as contemplated by the Debt Financing; (ii) assisting Purchaser and the Debt Financing Sources in the preparation of (A) a bank information memorandum, lender presentations and similar marketing documents for any of the Debt Financing, including the execution and delivery of customary representation letters in connection with bank information memoranda and reviewing and commenting on Purchaser’s draft of a business description and “Management’s Discussion and Analysis” of the Company’s financial statements to be included in marketing materials contemplated by the Debt Financing; and (B) materials for rating agency presentations; (iii) as promptly as reasonably practicable (A) furnishing Purchaser and the Debt Financing Sources and their respective Representatives with (x) the Required Financial Information and (y) such pertinent and customary (as compared to other transactions of this size and nature) information, to the extent reasonably available to Seller, the Company or any of their respective Subsidiaries, regarding the Company and its Subsidiaries as may be reasonably requested by Purchaser in order to consummate the Debt Financing and (B) informing Purchaser if Seller, the Company or their Subsidiaries shall have knowledge of any facts that would likely require the restatement of such financial statements for such financial statements to comply with GAAP; (iv) both before the Closing and, to the extent reasonably necessary to allow Purchaser or any of its Affiliates to comply with SEC requirements or consummate a securities offering after the Closing, Seller shall provide Purchaser and its representatives access to the books and records of the Genesis Companies and provide appropriate representations in connection with the preparation of financial statements and other financial data of the Company and Seller shall request accountants’ consents in connection with the use of the Company’s financial statements in offering documents, prospectuses, Current Reports on Form 8-K and other documents to be filed with the SEC; (v) using commercially reasonable efforts to assist Purchaser in connection with the preparation of pro forma financial information and financial statements to the extent reasonably required by the Debt Financing Sources to be included in any marketing documents related to the Financing; provided, that neither Seller nor any of its Subsidiaries or Representatives shall be responsible in any manner for information relating to the proposed debt and equity capitalization that is required for such pro forma financial information; (vi) using commercially reasonable efforts to provide (x) monthly financial reports consistent with past practice, (y) within forty-five (45) days of the end of each of the first three fiscal quarters of the fiscal year, unaudited consolidated quarterly financial statements of the Company which have been “reviewed” by auditors in accordance with Statements on Auditing Standards 100, and (z) within ninety (90) days of the end of each fiscal year, audited consolidated financial statements of the Company for such fiscal year; (vii) executing and delivering as of (but not before) the Closing any pledge and security documents, other definitive financing documents, or other certificates, customary (e.g., local counsel) legal opinions or documents as may be reasonably requested by Purchaser and otherwise facilitating the pledging of collateral (including cooperation in connection with the pay-off of existing Indebtedness to the extent contemplated by this Agreement and the release of related Financing Liens and termination of security interest, including obtaining customary and otherwise mutually acceptable pay-off letters, liens releases and instruments of discharge or releases to be delivered at the Closing); (viii) assisting Purchaser to obtain waivers, consents, estoppels and approvals from other parties to material licenses, leases, encumbrances and Contracts relating to the Company and to arrange discussions among Purchaser, the providers of the Debt Financing and their respective Representatives with other parties to material licenses, leases, encumbrances and Contracts as of the Closing; (ix) taking all reasonable actions necessary to (A) permit the Debt Financing Sources to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing and to assist with other collateral audits and due diligence examinations and (B) establish bank and other accounts and blocked account agreements and lock box arrangements to the extent necessary in connection with the Debt Financing; (x) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Purchaser and within the reasonable control of the Genesis Companies that are necessary or customary to permit the consummation of the Debt Financing, and to permit any proceeds thereof to be made available on the Closing Date to consummate the Contemplated Transactions; and (xi) providing all documentation and other information about the Company and its Subsidiaries, as reasonably requested by the Debt Financing Sources or Purchaser in connection with “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; provided, that: notwithstanding anything to the contrary contained in this Agreement, (X) neither Seller nor any of its Affiliates shall be required to (a) pay any commitment or other similar fee prior to the Closing, (b) incur any Liability of any kind (or cause their respective Representatives to incur any Liability of any kind) in connection with the Financing (in the case of the Genesis Companies, prior to the Closing), (c) enter into any agreement or commitment in connection with the Debt Financing that is not conditioned on the occurrence of the Closing and does not terminate without liability to the Company and its Subsidiaries upon failure of the Closing to occur in accordance with this Agreement, or (d) take any action that would (1) add cause any new condition representation or warranty in this Agreement to be breached, (2) cause any director, manager, agent, officer or employee of Seller, the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives to incur any personal liability or (3) require Seller, the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives to provide access to or disclose information that any of them determines would jeopardize any attorney-client privilege and (Y) no director or officer of Seller or any Subsidiary of Seller shall be required to execute any agreement, certificate, document or instrument with respect to the Financing Commitments that would be effective prior to the Closing. Purchaser shall promptly, upon request by Seller, reimburse Seller for all documented out-of-pocket costs or expenses incurred by Seller, any of its Affiliates, Subsidiaries and their respective Representatives in complying with their respective covenants pursuant to Section 5.11(d), Section 5.11(e) and this Section 5.11(b). Further, Purchaser shall indemnify and hold harmless Seller, its Subsidiaries and its and their respective directors, officers and other Representatives from and against any and all Liabilities, losses, damages, claims, costs, expenses interest, awards, judgments and penalties suffered or incurred by any of them in connection with the Financing or any alternative financing and any information utilized in connection therewith (other than any information provided in writing by or modify on behalf of Seller or any existing condition of its Subsidiaries specifically for use in connection with the Financing), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or material breach of this Agreement by, Seller or any of its Subsidiaries or their respective Affiliates and Representatives. The foregoing indemnification obligation shall survive Closing and any termination of this Agreement. (c) Seller hereby consents to the use of the logos of the Company solely in connection with the Debt Financing; provided, that such logos are used solely in a manner adverse that is not intended to Parent) or otherwise that would be reasonably expected likely to adversely affect (including harm or disparage Seller or Seller’s reputation or goodwill and will comply with respect Seller’s usage requirements to timing, taking into account the expected timing of extent made available to Purchaser prior to the date on which the Marketing PeriodPeriod commences. (d) Seller shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to periodically update any Required Financial Information provided to Purchaser and each applicable Purchaser Entity as may be necessary so that such Required Financial Information is (i) Compliant, (ii) meets the ability applicable requirements set forth in the definition of “Required Financial Information” and (iii) would not, after giving effect to such update(s), result in the Parent Parties Marketing Period to cease to be deemed to have commenced. For the avoidance of doubt, Purchaser and each applicable Purchaser Entity may, to most effectively consummate the transactions Financing, require the cooperation of Seller and its Subsidiaries under this Section 5.11 at any time, and from time to time and on multiple occasions, between the date hereof and the Closing (upon reasonable advance notice and, for meetings and discussions, at mutually convenient times); provided, that, for the avoidance of doubt, the Marketing Period shall not be applicable as to each attempt to access the markets. Seller shall timely file documents and other materials with SEDAR in accordance with applicable Law, to the extent such documents and other materials relate to the Company (Seller shall be deemed to have “timely” filed any such documents or other materials if the Company makes such filing on or prior to the fifth (5th) Business Day following the date such filing would otherwise have been due under applicable Law). If, in connection with any reasonable marketing effort contemplated by this Agreement or the likelihood of Debt Commitment Letters, Purchaser reasonably determines to include in a customary marketing document information about the Parent Parties doing soCompany, or (2) taking into account the expected timing of the Marketing Period, which information would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,also com

Financing. (a) Each Parent Party shall use its Tenant agrees to pay, upon demand, all reasonable best efforts to obtaincosts and expenses incurred by Landlord in connection with the purchase, or cause to be obtainedleasing and initial financing of the Leased Premises including, without limitation, the proceeds cost of appraisals, property condition reports, environmental reports, title insurance premiums and charges (including endorsements), zoning reports, UCC searches, surveys, transfer taxes and recording fees, and legal fees and expenses of Landlord's and Lender's counsel. Tenant shall not be responsible for payment of any costs or expenses incurred by Landlord in connection with any refinancing of the Financing on Leased Premises following the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable)Initial Loan. (b) The Parent Parties shall notTenant agrees to pay, without within ten (10) business days of written demand thereof, any cost, charge or expense (other than the prior written consent principal of the CompanyNote and interest thereon at the contract rate of interest specified therein) imposed upon Landlord by Lender pursuant to Loan Documents which are caused by a default by Tenant hereunder and which are not otherwise reimbursed by Tenant to Landlord pursuant to any other provision of this Lease. (c) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and information as Tenant is required to give to Landlord hereunder and to consent to such financing if such consent is requested by such Lender. Tenant shall execute any such changes or modification to this Lease and all other documents that such Lender reasonably requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not increase any Monetary Obligations, or materially adversely affect any other right, benefit or privilege of Tenant under this Lease or materially increase Tenant's other obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (i) terminate Lender and its assigns will not be liable for any Commitment Lettermisrepresentation, unless such Commitment Letter is replaced in a manner consistent with the following clause act or omission of Landlord and (ii)) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord, provided that neither of the confirmations in the preceding clauses (i) or (ii) permit shall limit any amendment claim or modification todemand for which Landlord is otherwise liable. In addition, or Landlord agrees that, if Landlord obtains a Loan (the "New Loan") that replaces the Initial Loan prior to the tenth (10th) anniversary of the Commencement Date, then, until the tenth (10th) anniversary of the Commencement Date (A) Landlord shall not require Tenant to pay Escrow Charges that are in excess of the Escrow Charges required by the Initial Lender to the extent that such increase was required by a new Lender in exchange for Landlord obtaining a reduction in interest rate under such New Loan, (B) Tenant shall not be required to pay any waiver portion of any material provision or remedy under, or replace, a Prepayment Premium that is in excess of the Commitment Letters Prepayment Premium that would have otherwise have been payable under the Initial Loan if such amendmentincreased Prepayment Premium was required by a new Lender in exchange for Landlord obtaining a reduction in interest rate under such New Loan, modification, waiver, or replacement and (wC) would (1) add any Landlord shall not require Tenant to pay Escrow Charges to such new condition to Lender that are not customary in the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account market-place at the expected timing of time the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,New Loan is obtained.

Financing. (a) Each Parent Party The Buyer Parties shall use its their commercially reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and to do, or cause to be done, all things necessary to arrange the proceeds of the Financing Debt Refinancing on the terms and conditions described in the Refinancing Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its their commercially reasonable best efforts with respect to (i) maintaining maintain in effect the Refinancing Commitment Letters, Letter; (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries the Buyer Parties to obtaining the Financing Debt Refinancing as set forth in the Refinancing Commitment Letter that are within its control; (iii) negotiate and enter into definitive agreements with respect thereto on the Parent terms and conditions (including, if necessary, the flex provisions) contemplated by the Refinancing Commitment Letter or on other terms no less favorable to Buyer; (iv) comply with the Buyer’s obligations under the Refinancing Commitment Letter and the definitive agreements with respect thereto; (v) subject to the terms and conditions contemplated in the Refinancing Commitment Letter, consummate the Debt Refinancing at or prior to the Effective Time; and (vi) enforce its rights under the Refinancing Commitment Letter. If any portion of the Debt Refinancing becomes unavailable on the terms and conditions (including the flex provisions) contemplated in the Refinancing Commitment Letter or the definitive agreements with respect thereto, the Buyer Parties shall promptly notify the MLP Parties and use their commercially reasonable efforts to amend, modify, supplement, alter, restate, substitute or replace the Debt Refinancing with other alternative financing, on terms no less favorable to Buyer, as promptly as possible; provided, however, that the Buyer Parties shall not permit any amendment, modification, supplement, alteration, restatement, substitution or replacement of the Refinancing Commitment Letter or the Debt Refinancing on terms that are less favorable to Buyer, without the prior consent of the MLP Parties’ control, such consent not to be unreasonably withheld, delayed or conditioned. In such event, the term “Refinancing Commitment Letter” as used herein shall be deemed to include the amended, modified, supplemented, altered, restated, substituted or replacement, commitment letter. The Buyer Parties shall promptly (and in any event within two Business Days) notify the MLP Parties: (A) of any default or breach by any party to the Refinancing Commitment Letter or definitive documents related to the Debt Refinancing of which the Buyer Parties are aware; (B) of the receipt of any written notice from any party to the Refinancing Commitment Letter with respect to (1) any default, breach, termination or repudiation by any party to the Refinancing Commitment Letter or definitive documents related to the Debt Refinancing or (2) any material dispute or disagreement between or among parties to the Refinancing Commitment Letter or definitive documents related to the Debt Refinancing of which the Buyer Parties become aware; and (C) if for any reason the Buyer Parties determine in good faith that they will not be able to obtain all or any portion of the Debt Refinancing on the terms, in the manner or from the sources contemplated by the Refinancing Commitment Letters. The Buyer Parties shall keep the MLP Parties informed on a reasonably current basis of the status of their efforts to arrange the Debt Refinancing and provide copies of all draft and executed documents related to the Debt Refinancing to the MLP Parties. In the event that all conditions contained in the Buyer Parties are unable to obtain the Debt Commitment Letter and Refinancing or alternative financing on terms no less favorable to Buyer, the Securities Purchase Agreement (other than, with respect Buyer Parties will obtain an amendment to the Debt FinancingBuyer Credit Agreement so that the Buyer will be permitted thereunder to, and will have sufficient funds available thereunder to, refinance the availability of MLP Credit Agreements at the Equity FinancingClosing; provided, however, that the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect Buyer Parties shall be permitted to pay any and all fees to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, administrative agent in connection with any such amendment without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,MLP Parties.

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtain, or cause to be obtained, arrange the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the thereto on terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iiiii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis to satisfy all conditions applicable to Parent and its Subsidiaries to obtaining the Financing Merger Sub in such definitive agreements that are within the Parent Parties’ its control. In the event that all any portion of the Debt Financing becomes unavailable on the terms and conditions contained contemplated in the Debt Commitment Letter and the Securities Purchase Agreement (other thanLetter, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Parent (as determined in the Lenders and reasonable judgment of Parent). Parent shall give the Subordinated Securities Purchaser to fund Company prompt notice of any material breach by any party of the Debt Commitment Letter or any termination of the Debt Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if without first consulting with the Company. (b) The Company agrees to provide, and shall cause the Subsidiaries and its and their Representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by Parent (provided that such amendmentrequested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Subsidiaries), modificationincluding (i) participation in meetings, waiverdrafting sessions and due diligence sessions, (ii) furnishing Parent and its financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent, (iii) assisting Parent and its financing sources in the preparation of (A) an offering document for any debt raised to complete the Merger and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of Parent and its financing sources for any debt raised by Parent to complete the Merger, (v) forming new direct or indirect Subsidiaries, and (vi) providing and executing documents as may be reasonably requested by Parent; provided that none of the Company or any Subsidiary shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing prior to the Effective Time. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, the Subsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries). (c) All non-public or otherwise confidential information regarding the Company obtained by Parent or its Representatives pursuant to Section 6.07(b) shall be kept confidential in accordance with the Confidentiality Agreement. (d) Within 60 days of there having occurred after the date of this Agreement (i) any general suspension of trading in, or replacement limitation on prices for, securities on the NYSE for three or more consecutive business days, including but not limited to any changes in trading conditions resulting from actual or threatened terrorist attacks, responses by the United States or its allies thereto, or the effects thereof; (wii) would the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or New York for three or more consecutive business days; (1iii) add the commencement or material escalation of a war, armed hostilities or other international or national crisis or security event directly or indirectly involving the United States or any new condition to of its territories after the Financing Commitments date of this Agreement, including without limitation, any acts of terrorism, domestic or foreign or responses of the United States or its allies, or a national or international economic or financial crisis, the result of which there has occurred any material disruption or material adverse change in the United State commercial credit, debt capital or commercial mortgage-backed securities markets for a period of three or more consecutive business days; or (iv) any limitation by any governmental, regulatory or modify any existing condition administrative agency or authority which prohibits the extension of credit by banks or other lending institutions in the United States or New York in a manner adverse that prevents Lender from providing the Debt Financing for a period of three or more consecutive business days, Parent shall deliver to the Company a certificate (the "Market MAC Notice") to that effect signed by an officer of Parent, describing in reasonable detail the nature of the Market MAC (any of the events specified in clauses (i) or otherwise through (iv) described in such Market MAC Notice being hereinafter referred to as a "Market MAC"); provided, however, that would in no event shall Parent be reasonably expected entitled to adversely affect deliver more than one Market MAC Notice. At any time following its receipt of the Market MAC Notice, the Company may request (including by delivery of a written notice to Parent to such effect (a "Company Waiver Request")) that Parent fully and irrevocably waive its right to invoke the condition set forth in Section 7.02(d) with respect to timingsuch Market MAC. In the event that Parent delivers to the Company a written notice that Parent waives its right to invoke the condition set forth in Section 7.02(d) with respect to such Market MAC (a "Parent Waiver Notice"), taking into account then such Market MAC shall cease to be a basis for Parent or Merger Sub not consummating the expected timing Merger, and the condition set forth in Section 7.02(d) shall no longer exist with respect to such or any other Market MAC. In the event that Parent fails to deliver a Parent Waiver Notice with respect to a Market MAC within the longer of (i) seven days after Parent's receipt of the Marketing Periodcorresponding Company Waiver Request and (ii) the ability number of days between the date on which Parent Parties delivered to consummate the transactions contemplated by Company the corresponding Market MAC Notice and the date on which the Company delivered to Parent the Company Waiver Request (the longer of such periods being hereinafter referred to as the "Requisite Response Period"), then the Company shall be entitled to terminate the Agreement pursuant to Section 8.01(j). Notwithstanding anything to the contrary in this Agreement or Section 6.07(d), nothing shall release Parent from continuing to be obligated to use its reasonable best efforts to obtain (i) the likelihood of the Parent Parties doing so, Debt Financing or (2ii) taking into account an alternative financing in accordance with Section 6.07(a) in the expected timing of event Parent declines to timely waive its right to invoke the Marketing Period, would be reasonably expected condition set forth in Section 7.02(d) with respect to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,a Market MAC.

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtain, or cause (a) negotiate definitive agreements with respect to be obtained, the proceeds of the Financing Financings on the terms and conditions described contemplated by the Financing Commitments or, to the extent the Financing Commitments are not available to Parent, on other terms not materially less favorable, in the Commitment Letters aggregate, to Parent (including, as necessary, the “flex” provisions contained determined in the Fee Letter)reasonable judgment of Parent) and (b) satisfy on a timely basis all conditions set forth in such Financing Commitments applicable to Parent and Merger Sub that are within their control. If any portion of the Financing Commitments becomes unavailable on the terms and conditions contemplated in the Financing Commitments, including using Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms not materially less favorable, in the aggregate, to Parent (as determined in the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event; provided, that consummating the Financings is not a condition to consummation of the Offer or the Merger and Parent shall draw down each Financing Commitment in full and without condition in order to consummate the Offer and the Merger and the other transactions contemplated hereby. Parent shall give the Company prompt notice of any material breach by any party to any Financing Commitment, of which Parent becomes aware, or any termination of any Financing Commitment. The Company shall use reasonable efforts to cooperate, and to cause its Subsidiaries and Representatives to cooperate, with respect Parent and Representatives of Parent in connection with obtaining the Financing, including, without limitation, participating in the preparation of any pro forma financial statements, the preparation of rating agencies presentations, the preparation of any comfort letters and offering memoranda and registration statements, and, at Parent’s request and expense, marketing efforts conducted in connection with the Financings. (b) Parent and Merger Sub shall use reasonable best efforts to take (or cause to be taken) all actions, and do (or cause to be done) all things necessary or advisable to obtain the Financing contemplated by each Financing Commitment and, subject to Section 4.5, to fully enforce each Financing Commitment, including but not limited to (i) maintaining in effect each Financing Commitment without any amendment, alteration, or waiver that impairs Parent’s ability to provide the Commitment Lettersfunds necessary to complete the Offer and the Merger, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Merger Sub set forth in each Financing Commitment that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect material to the Debt Financing, the availability completion of the Equity Financing, Financings and (iii) consummating the Subordinated Securities Financing, the MSDC Financings contemplated by each Financing Commitment (or the Rollover Investment and, with respect any alternative financing contemplated by an Alternative Financing Commitment) at or prior to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable)Acceptance Date. (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,

Financing. (a) Each of Holdco, Parent Party and Merger Sub shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter)Financing Commitments, including using its reasonable best efforts with respect to by (i) maintaining in effect the Commitment LettersFinancing Commitments, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Holdco, Parent and its Subsidiaries to obtaining Merger Sub in the Financing Commitments that are within their control, including without limitation paying when due all commitment fees and other fees arising under the Financing Commitments as and when they become due and payable thereunder, and (iii) consummating the financing contemplated by the Financing Commitments at or prior to the Effective Time. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter, (x) Holdco, Parent Parties’ control. In and Merger Sub shall promptly notify the event Company and (y) Holdco, Parent and Merger Sub shall use their reasonable best efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions with terms and conditions that all are not less favorable in any material respect (as determined by Parent) than the terms and conditions contained set forth in the Debt Commitment Letter and as promptly as practicable following the Securities Purchase Agreement occurrence of such event (other than, with respect the “Alternative Financing”). If any Parent Party becomes aware of the existence of any fact or event that would reasonably be expected to cause the Debt Financing, Financing to become unavailable on the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, terms and conditions contemplated by the Debt FinancingCommitment Letter, the Equity FinancingHoldco, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party and Merger Sub shall use its their reasonable best efforts to timely cause either cure or eliminate such fact or event, or to arrange and obtain the Lenders Alternative Financing. The Parent Parties shall promptly provide a true and complete copy of each alternative financing agreement (together with a redacted copy of any related fee letter) to the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable)Company. (b) The None of Holdco, Parent Parties nor Merger Sub shall notamend, alter or waive, or agree to amend, alter or waive, any term of the Financing Commitments without the prior written consent of the CompanyCompany Board if such amendments, alterations or waivers would (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with reduce the following clause (ii)aggregate amount of the Debt Financing, or (ii) permit impose new or additional conditions that would reasonably be expected to prevent or materially delay the ability of Holdco, Parent or Merger Sub to consummate the Merger; provided, that notwithstanding any amendment other provision of this Agreement, Holdco, Parent and Merger Sub shall be entitled from time to time to (x) amend, restate, supplement, replace, substitute or otherwise modify, or waive any of its rights under, the Financing Commitments and/or replace or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, subject to clauses (i) and (ii) above, and (y) amend, restate, supplement, replace, substitute or otherwise modify the Debt Commitment Letter for the purposes of adding agents, co-agents, lenders, managers, co-managers, arrangers, bookrunners or other Persons that have not executed the Debt Commitment Letter as of the date hereof so long as such amendment, restatement, supplement, replacement substitution or modification tois otherwise in compliance with this Section 6.14(b). The Parent Parties shall promptly notify the Company of (i) the expiration or termination of any Financing Commitment, or (ii) any waiver breach of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding provisions of any of the Financing Commitments by any party thereto or satisfaction (iii) any refusal by the parties to the Financing Commitments to provide the full financing contemplated by the Financing Commitments. (c) Holdco, Parent and Merger Sub acknowledge and agree that the obtaining of the Financing (including any Alternative Financing) is not a condition to the Closing, and reaffirms its obligation to consummate the Merger and the other transactions contemplated hereby, irrespective and independent of the availability of the Financing, subject to the applicable conditions set forth in Article VII and the requirements of Section 1.02. (d) Prior to obtaining the Effective Time, the Company agrees to use reasonable best efforts to provide, and shall cause each Subsidiary of the Company and each of their respective officers, employees and representatives to use reasonable best efforts to provide, to Holdco, Parent and Merger Sub (at Parent’s sole cost and expense), all reasonable cooperation as may be reasonably requested by the Parent Parties or their Representatives in connection with the Debt Financing and any Alternative Financing, including, without limitation, (i) participating in a reasonable number of meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the Company with representatives of the Parent Parties and their Debt Financing and/or Alternative Financing sources, (ii) assisting in the preparation of offering memoranda, private placement memoranda, bank information memoranda (including a public side version which does not contain non-publicly available information), prospectuses, rating agency presentations and similar documents reasonably requested by the Parent Parties or their Representatives in connection with the Debt Financing and/or Alternative Financing (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and/or Alternative Financing and delivery of one or more customary representation letters), (iii) promptly furnishing the Parent Parties and their Debt Financing and/or Alternative Financing sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by the Parent Parties and their Debt Financing and/or Alternative Financing sources, including, without limitation, all financial statements and financial and non-financial information regarding the Company and its Subsidiaries as may be reasonably requested by the Parent Parties and of the type and form customary for the placement, arrangement and/or syndication of loans or distribution of debt contemplated by (or otherwise required as a condition to funding under) the Debt Commitment Letter (the information required to be delivered in this clause (iii), the “Required Information”), (iv) cooperating with advisors, consultants and accountants of the Parent Parties or their Debt Financing sources with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any Subsidiary of the Company, including for the purpose of establishing collateral eligibility and values, (v) using reasonable best efforts to obtain accountants’ comfort letters and legal opinions as may be reasonably requested by the Parent Parties, (vi) executing and delivering any pledge and security documents, commitment letters, underwriting or placement agreements or other definitive financing documents conditioned upon Closing, or other ancillary documentation including certificates, legal opinions or documents as may be reasonably requested by the Parent Parties or their Representatives (including a certificate of the chief financial officer of the Company or any borrower Subsidiary of the Company with respect to solvency matters) or otherwise facilitate the pledging of collateral, the delivery of pay-off letters and other cooperation in connection with the pay-off of existing Indebtedness and release of all related Liens, (vii) taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Debt Financing less likely and/or any Alternative Financing to occur,evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (B) establishing bank and other accounts (including escrow accounts), blocked account agreements and lock box arrangements in connection with the foregoing, provided that such accounts, agreements and arrangements shall not become active or take effect until the Effective Time, (viii) entering into one or more credit or other agreements on terms satisfactory to the Parent Parties in connection with the Debt Financing and/or any Alternative Financing immediately prior to the Effective Time, provided that such agreements and arrangements shall not become active or take effect until the Effective Time, (ix) furnishing Holdco, Parent, Merger Sub and its Representatives promptly with all documentation and other information required with respect to the Debt Financing and/or any Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations and (x) furnishing Holdco, Parent, Merger Sub and its Representatives promptly upon its request with a list of contractual arrangements existing as of a date specified by Holdco, Parent, Merger Sub or its Representative pursuant to which the Company has an obligation to sell, lease, license, surrender, transfer, lend or otherwise dispose of such assets, in reasonable details and furnishing Holdco, Parent, Merger Sub and its Representatives such supporting documents requested thereby. (e) The Company will take all corporate actions reasonably necessary to permit the consummation of the Debt Financing and/or any Alternative Financing, including without limitations the execution and delivery of any other certificates, instruments or documents, and to permit the proceeds thereof, together with cash at the Company and its Subsidiaries, to be made available to the Company on the Closing Date to consummate the Merger. The Company shall promptly notify Parent if any information furnished by the Company or any of its Subsidiaries pursuant to this Section 6.14(c) is or becomes inaccurate, incomplete or misleading in any material respect. Neither the Company nor any of its Subsidiaries shall be required to pay any commitment fee or similar fee or incur any liability with respect to the Debt Financing or any Alternative Financing prior to the Closing. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing and/or any Alternative Financing. Parent shall, promptly upon request by the Company, reimburse (or cause the applicable borrowers to reimburse) the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.14(d) and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities or losses suffered or incurred by any of them in connection with the arrangement of the Debt Financing or Alternative Financing and any information used in connection therewith (except with respect to any information provided by or on behalf of the Company or any of its Subsidiaries), except in the event such liabilities or losses arose out of or result from the willful misconduct of the Company, its Subsidiaries or any of their respective Representatives. (f) Nothing in this Section 6.14 or any other provision of this Agreement shall require, and in no event shall the “reasonable best efforts” of Holdco, Parent or Merger Sub be deemed or construed to require, Holdco, Parent or Merger Sub to (i) seek the Equity Financing from a source other than the Sponsors or in any amount in excess of that contemplated by the Equity Commitment Letter, (ii) waive any term or condition of this Agreement, or (iii) commence any legal action or proceeding against any financing source.

Financing. (a) Each To the extent that the Parent Party does not have cash currently available that is sufficient to enable it to consummate the Merger, Parent shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and procure and have available, as of the Financing on the terms and conditions described in the Commitment Letters (includingClosing, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect funds sufficient to (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing pay all of the Marketing Period) cash amounts required to be provided by Parent for the ability consummation of the Parent Parties to consummate the transactions contemplated hereinhereby, and (iii) taking into account including the expected timing amounts payable in connection with the consummation of the Marketing PeriodMergers, satisfying all related fees and expenses required to be paid as of the date of the consummation of the Mergers and the funds to be provided by (or on a timely basis all conditions applicable behalf of) Parent to Parent the Company to enable the Company to fund the repayment or refinancing of the Notes (if elected by Parent) and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ controlCompany Credit Agreements. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability furtherance of the Equity Financingforegoing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders Financing Sources to comply with their obligations under any applicable debt commitment letters, including the Debt Commitment Letter, or definitive financing agreements and to fund, subject to the satisfaction or waiver of the conditions set forth in the Debt Commitment Letter or other definitive financing agreements, on or before the Closing Date any financing required to consummate the transactions contemplated hereby. Parent shall keep the Company informed when so reasonably requested by the Company and in reasonable detail of the status of its efforts to arrange any financing required in connection with the consummation of the transactions contemplated hereby, including any Debt Financing, and to satisfy the conditions thereof, including advising and updating the Company, in a reasonable level of detail, with respect to any material developments concerning the status of such financing, including any Debt Financing, and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable)proposed funding date thereunder. (b) The Parent Parties shall notNotwithstanding anything to the contrary contained herein, without the prior written consent of the Company, (i) terminate Parent’s obligations hereunder are not subject to any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, condition regarding Parent’s or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties its Affiliates’ obtaining funds to consummate the Mergers and the transactions contemplated by this Agreement Agreement, including the payment of any fees and expenses and repayment or the likelihood refinancing of the Parent Parties doing so, or Notes (2if elected by Parent) taking into account and the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,Company Credit Agreements.

Financing. (a) Each of Parent Party and Merger Subsidiary shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the Financing described in the Financing Letters on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), therein including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating to negotiate and enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with Letters on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated hereinFinancing Letters, and (iiiii) taking into account the expected timing of the Marketing Period, satisfying to satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining funding in the Financing that are within Letters and such definitive agreements thereto (other than any condition where the Parent Parties’ controlfailure to be so satisfied is a direct result of the Company’s failure to furnish information described in Section 6.18(b)) and to consummate the Financing at or prior to the Closing. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability any portion of the Equity FinancingFinancing becomes unavailable so as not to enable Parent and Merger Subsidiary to proceed with the Merger and related transactions in a timely manner, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party and Merger Subsidiary shall use its their reasonable best efforts to timely cause arrange to obtain alternate financing from alternative sources on comparable or more favorable terms (to Parent and Merger Subsidiary) than those set forth in the Lenders Financing Letters as promptly as practicable following the occurrence of such event, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to either the Financing Letters or such alternate financing being referred to as the “Financing Agreements”). Any material breach of any of the Financing Letters, the Financing Agreements, any alternate financing commitment and any related fee and engagement letters by Parent or Merger Subsidiary shall be deemed a breach by Parent of this Section 6.18(a). Parent shall (i) furnish complete, correct and executed copies of the Subordinated Securities Purchaser Financing Agreements to fund the Debt Company promptly upon their execution, (ii) give the Company prompt notice (x) of any breach by any party of, or material dispute or disagreement between any of the parties to, the Financing Letters, any alternate financing commitment or the Financing Agreements of which Parent or Merger Subsidiary becomes aware or any termination thereof or (y) if for any reason Parent or Merger Subsidiary believes in good faith that it is reasonably likely that it will not be able to obtain all or any material portion of the Financing in the amounts or from the sources contemplated by the Financing Letters and that it is not reasonably likely that it will be able to obtain acceptable alternative financing prior to the Subordinated Securities Financing, as applicable Termination Date and (including by seeking through litigation iii) otherwise keep the Company reasonably informed of the status of its efforts to enforce its rights under arrange the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable(or any replacements thereof). (b) The Prior to the Closing, the Company shall use its commercially reasonable efforts to provide to Parent Parties shall notand Merger Subsidiary, at Parent’s sole expense, all cooperation reasonably requested by Parent that is customary or necessary in connection with arranging, obtaining and syndicating the Financing, including without the prior written consent of the Companylimitation, (i) terminate furnishing Parent, Merger Subsidiary and their Financing Sources, as promptly as reasonably practicable, with financial and other pertinent information regarding the Company and the Company Subsidiaries as may reasonably be requested in writing by Parent and identifying any Commitment Letterportion of such information that constitutes material non-public information, unless (ii) in each case upon reasonable notice and in reasonably convenient locations, making senior management of the Company available to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with prospective lenders, investors and rating agencies in connection with the Financing, (iii) assisting with the preparation of customary materials for rating agency presentations (and assisting in the obtaining of corporate, credit and facility ratings from ratings agencies), offering documents, private placement memoranda, bank information memoranda, prospectuses and all other material to be used in connection with the financing (including customary authorization and management representation letters) and all documentation and other information required in connection with applicable “know your customer” and anti-money laundering rules and regulations, including U.S.A. Patriot Act of 2001, (iv) using reasonable best efforts to obtain accountant’s comfort letters as reasonably requested by Parent, (v) entering into one or more credit or other agreements on terms reasonably satisfactory to Parent and Merger Subsidiary in connection with such Commitment Letter Financing immediately prior to the Acceptance Time, (vi) taking all corporate actions, subject to and only effective upon the occurrence of the Effective Time, required to permit the consummation of the financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately after the Effective Time, and (vii) otherwise taking actions within its control to cooperate in satisfying the conditions precedent set forth in any Financing Agreements; provided, however, that (A) no obligation of the Company or any of the Company Subsidiaries under the Financing Agreements shall be effective until the Effective Time, (B) nothing in this Section 6.18(b) shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries, (C) neither the Company nor any of its Subsidiaries shall be required to pay any commitment fee or incur any liability that is replaced not contingent upon the Closing (or, without limitation of the foregoing, execute any Financing Agreements (except the authorization letter delivered pursuant to the foregoing clause (iii)) prior to the Closing or any other agreement, certificate, document or instrument that would be effective prior to the Closing), (D) in no event shall the Company or any of the Company Subsidiaries be required to make any representations or warranties regarding Parent, Merger Subsidiary or their respective Affiliates and (E) none of the boards of directors (or equivalent bodies) of the Company or any of its Subsidiary shall be required to enter into any resolutions or take similar action approving the Financing. Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments and penalties suffered or incurred in connection with this Section 6.18(b). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or its Subsidiaries in connection with this Section 6.18(b). Parent shall cause all non-public or confidential information provided by or on behalf of the Company or any of its Subsidiaries pursuant to this Section 6.18(b) to be kept confidential in accordance with the Confidentiality Agreement. (c) The Company hereby consents to the use of the Company’s logos in connection with the Financing in a form and manner mutually agreed with the Company; provided, however, that such logos are used solely in a manner consistent with the following clause (ii)that is not intended, or reasonably likely, to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. (iid) permit any amendment or modification toParent and Merger Subsidiary acknowledge and agree that the obtaining of the Financing, or any waiver of any material provision or remedy underalternative financing, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new is not a condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties Closing and reaffirm their obligation to consummate the transactions contemplated by this Agreement or the likelihood irrespective and independently of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any availability of the Financing or satisfaction any alternative financing, subject to fulfillment or waiver of the conditions to obtaining any of the Financing less likely to occur,set forth in Article VII.

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of all actions reasonably necessary to consummate and obtain the Financing on substantially the terms and conditions described in the Commitment Letters (includingLetter, as necessaryadjusted by the Agreed Marketing Terms, if any, including reasonable best efforts to (i) maintain in effect the Commitment Letter and, if entered into prior to the Closing, the definitive documentation with respect to the Financing contemplated by the Commitment Letter (including “flex” provisions contained in therein) (the Fee Letter“Definitive Financing Agreements”), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt negotiate and execute Definitive Financing (the “Definitive Agreements”) consistent with the Agreements on terms and conditions contained therein contemplated by the Commitment Letter (including, as necessary, the including any “flex” provisions contained in connection therewith), as adjusted by the Fee Letter) orAgreed Marketing Terms, if availableany, on other terms that are acceptable and, upon execution thereof, deliver a copy thereof to Parent and would not adversely affect (including with respect to timingthe Company, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining in the Commitment Letter and Definitive Financing Agreements that are within its control and comply with its obligations thereunder, and not take any action that would prevent the Parent Parties’ controlavailability of the Financing, (iv) seek to enforce its rights under the Commitment Letter and Definitive Financing Agreements in the event of a breach or failure to fund by the financing sources that materially impedes or materially delays Closing, including by seeking specific performance against, the parties thereto (including the Commitment Party under the Commitment Letter). In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (satisfied, or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders lenders and the Subordinated Securities Purchaser other Persons providing such Financing to fund on the Debt Financing and the Subordinated Securities Financing, as applicable Closing Date (including by seeking through litigation specific performance to cause such lenders and other Persons to fund such Financing) the portion of the Financing required to consummate the Merger and the transactions contemplated by this Agreement. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter or Definitive Financing Agreements, and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter or Definitive Financing Agreements that amends the Financing and/or substitution of all or any portion of the Financing shall not (A) expand upon or amend in any way that is adverse to the Company the conditions precedent to the Financing as set forth in the Commitment Letter or (B) be reasonably expected to prevent or materially impede or materially delay the availability of the Financing and/or the consummation of the Merger and the transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter or Definitive Financing Agreements in its reasonable discretion, provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with the financial resources of Parent and Merger Subsidiary, including cash on hand and marketable securities of Parent, the Company and their respective Subsidiaries, to consummate the Merger and the other transactions contemplated by this Agreement (including the payment of any Required Amounts), and provided, further, that such reduction shall not (A) expand upon or amend in any way that is adverse to the Company the conditions precedent to the Financing as set forth in the Commitment Letter or (B) be reasonably expected to prevent or materially impede or materially delay the availability of such reduced Financing and/or the consummation of the Merger and the transactions contemplated by this Agreement. If any portion of the Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, on the terms and conditions (including any “flex” provisions in connection therewith) contemplated in the Commitment Letter, as adjusted by the Agreed Marketing Terms, if any, and such portion is reasonably required to consummate the Merger and the other transactions contemplated by this Agreement (including the payment of any Required Amounts), Parent shall use its reasonable best efforts to arrange and obtain as promptly as practicable following the occurrence of such event alternative financing from the same and/or alternative financing sources in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement (including the payment of any Required Amounts), upon terms and conditions (including any “flex” provisions) not materially less favorable, in the aggregate, to Parent than those in the Commitment Letter, as adjusted by the Agreed Marketing Terms, if any, and, if obtained, will provide the Company with a copy of the documentation with respect to such alternative financing. Parent shall give the Company prompt oral and written notice (but in any event not later than 48 hours) after Parent becoming aware (i) of the occurrence of any material breach by any party to the Commitment Letter or Definitive Financing Agreements or of any condition not likely to be satisfied, (ii) of any termination or waiver, amendment or other modification of the Commitment Letter, (iii) that any of the Financing Parties no longer intends to provide the Financing or (iv) that any portion of the Financing is not available to consummate the Merger. Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange, obtain and/or consummate the Financing and shall provide copies of the principal documents related to the Financing (excluding fee letters and engagement letters, except to the extent that such documents contain any conditions to funding or “flex” provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties)) on a periodic basis of no less frequently than once a month and as may otherwise be reasonably requested by the Company. In the event that Parent commences an action to seek specific performance to enforce its rights under the Debt Financing Commitment Letter or the Definitive Financing Agreements and/or cause the financing sources to fund the Financing (any such action, a “Financing Action”), Parent shall (x) keep the Company reasonably informed of the status of the Financing Action and Definitive Agreements and (y) at the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent reasonable request of the Company, (i) terminate any Commitment Lettermake Parent’s employees and legal advisors reasonably available to discuss the status of, unless such Commitment Letter is replaced in a manner consistent and material developments with the following clause (ii), or (ii) permit any amendment or modification respect to, or any waiver the Financing Action (subject in all cases to preserving all legal privileges). For the avoidance of any material provision or remedy under, or replacedoubt, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any syndication of the Financing or satisfaction of to the conditions extent permitted by the Commitment Letter shall not be deemed to obtaining any of the Financing less likely to occur,violate Parent’s obligations under this Agreement.

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtaintake, or cause Merger Sub to be obtainedtake, all actions and to do, or cause Merger Sub to do, all things reasonably necessary, proper or advisable to arrange, and consummate as soon as practicable after the proceeds of date hereof, the Financing on the terms and conditions described in the Commitment Letters Financing Commitments (includingprovided that, as necessary, subject to the “flex” provisions contained in the Fee Letterof this Section 6.14(a), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to Parent and Merger Sub may replace or amend the Debt Financing (Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the “Definitive Agreements”) consistent with Debt Financing Commitments as of the terms and conditions contained therein (includingdate hereof, or otherwise amend the Financing Commitments so long as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and such replacement or amendment would not adversely affect (including with impact in any material respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties or Merger Sub to consummate the transactions contemplated hereinhereby), including using reasonable best efforts to (i) maintain in effect the Financing Commitments, subject to the foregoing replacement and amendment rights, (iiiii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries Merger Sub to obtaining the Financing set forth in the Financing Commitments that are within their control (including by consummating the Equity Financing pursuant to the terms of the Equity Financing Commitments and by assisting in the syndication or marketing of the Debt Financing contemplated by the Debt Financing Commitments) and (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Financing Commitments or on other terms acceptable to the Parent Parties’ controlthat would not adversely impact in any material respect the ability of Parent or Merger Sub to consummate the transactions contemplated hereby. In Subject to the event that all terms and conditions contained in herein, at the Closing Parent shall draw down on the Debt Commitment Letter and Financing if the Securities Purchase Agreement (other than, with respect conditions to the Debt Financing, the availability Financing Commitments are then satisfied. If any portion of the Equity FinancingFinancing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause arrange to obtain alternative financing from alternative sources on terms not materially less beneficial to Parent and Merger Sub (as determined in the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent reasonable judgment of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties in an amount sufficient to consummate the transactions contemplated by this Agreement or Agreement. Parent shall keep the likelihood Company reasonably apprised of material developments related to the Financing, and shall provide a copy of each document related to the Financing to the Company promptly after such document becomes available. (b) Prior to the Closing, the Company shall provide to Parent and Merger Sub, and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause the respective officers, employees and advisors, including legal and accounting, of the Company and its Subsidiaries to, provide to Parent Parties doing soand Merger Sub all cooperation reasonably requested in writing by Parent that is reasonably necessary, proper or advisable in connection with the Financing, including (2i) participating in 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, business projections and similar documents necessary, proper or advisable in connection with the Financing, (iii) furnishing Parent and Merger Sub with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably required under the Debt Commitments (all such information in this clause (iii), the "Required Information"), (iv) taking into account all actions reasonably necessary to permit the expected timing lenders involved in the Financing to evaluate the Company's current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements, and (v) taking all corporate actions reasonably necessary to permit the consummation of the Marketing PeriodDebt Financing and to permit the proceeds thereof, would together with the cash at the Company and its Subsidiaries, to be reasonably expected made available to make the timely funding of any Company on the Closing Date to consummate the Merger. Parent shall, promptly upon request by the Company, reimburse the Company for all out-of- pocket costs incurred by the Company or its Subsidiaries in connection with the performance of the Financing or satisfaction provisions of the conditions to obtaining any of the Financing less likely to occur,this Section 6.14(b).

Financing. (a) Each Parent Party and the Purchaser shall use its their reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of the Financing on the terms all actions and conditions described in the Commitment Letters (includingto do, as or cause to be done, all things necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect proper or advisable to (i) maintaining maintain in effect the Commitment LettersFinancing and the Financing Commitments, (ii) negotiating enter into definitive financing agreements with respect to the Debt Financing (and Financing Commitments, so that such agreements are in effect as promptly as practicable but in any event no later than the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, Acceptance Date and (iii) taking into account consummate the expected timing Financing at or prior to the Acceptance Date. Parent and the Purchaser shall provide to the Company copies of all final documents relating to the Financing and shall keep the Company fully informed of material developments in respect of the Marketing Periodfinancing process relating thereto. Prior to the Closing, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Purchaser shall not agree to, or permit, any amendment or modification of, or waiver under, the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (Commitments or other than, with respect final documentation relating to the Debt Financing, Financing in a manner that (x) would materially delay or prevent the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing Closing or the Rollover Investment and, with respect (y) is otherwise adverse to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall notCompany in any material respect, without the prior written consent of the Company. In the period between the date hereof and the Closing Date, upon request of Parent and the Purchaser, the Company shall, and shall cause its Subsidiaries to, reasonably cooperate with Parent and the Purchaser in connection with the Financing, including, (iA) terminate preparation of all required financial statements relating to the Company and its Subsidiaries and any Commitment Letterrequired pro forma financial information, unless (B) reasonable participation in meetings and road shows, if any, (C) the provision of information relating to the Financing reasonably requested by Parent and the Purchaser, (D) reasonable assistance in the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents of Parent and the Purchaser and (E) such Commitment Letter is replaced actions as set forth on Schedule III hereto. Parent and the Purchaser shall promptly, upon request by the Company, reimburse the Company for all documented out-of-pocket expenses incurred by the Company in a manner consistent connection with such cooperation. (b) If, notwithstanding the following clause (iiuse of reasonable best efforts by Parent and the Purchaser to satisfy its obligations under this Section 5.12(b), any of the Financing or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition definitive financing agreement relating thereto) expire or are terminated prior to the Closing, in a manner adverse whole or in part, for any reason, Parent and the Purchaser shall (i) promptly notify the Company of such expiration or termination and the reasons therefor and (ii) promptly arrange for alternative financing (which shall be in an amount sufficient to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account pay for the expected timing consummation of the Marketing Periodtransactions contemplated by this Agreement from other sources and which do not include any conditions of such alternative financing that are more onerous than or in addition to the conditions set forth in the Financing) to replace the ability of financing contemplated by such expired or terminated commitments or agreements. (c) Notwithstanding anything to the contrary contained in Section 5.12(b), at any time Parent Parties or the Purchaser may replace the Financing with alternative financing arrangements which (i) provide Parent and the Purchaser with sufficient funds to consummate the transactions contemplated by this Agreement prior to or concurrent with the Acceptance Date and (ii) do not prevent or materially impair or delay the Closing (the “Financing Alternative”). In the event Parent or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of Purchaser replaces the Financing or satisfaction with any Financing Alternative, the terms of Section 5.12(b) shall no longer apply with respect to the conditions Financing, but shall thereafter apply with respect to obtaining any of the Financing less likely to occur,Alternative.

Financing. (a) Each Parent Party shall use its commercially reasonable best efforts to obtain, or cause to be obtained, obtain the proceeds of the Financing on the terms and conditions described in financing contemplated by the Commitment Letters (includingor financing from other sources reasonably acceptable to Parent to consummate the Merger and the transactions contemplated by this Agreement. Until such time as Parent has obtained such financing, as necessaryParent shall maintain the Commitment Letters in full force and effect and shall not permit any amendment or modification to be made to, the “flex” provisions contained in the Fee Letter)or any waiver of any provision or remedy under, including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with which consent shall not be unreasonably withheld. The Company will not be considered to have unreasonably withheld consent under this SECTION 5.17 if the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiverwaiver or action for which consent is requested would, or replacement (w) would (1) add any new condition in the reasonable judgment of the Company, jeopardize Parent's receipt of the financing contemplated by the Commitment Letters. Notwithstanding anything to the Financing Commitments (contrary included in SECTION 4.2(a), Parent shall not, and shall cause the Parent Subsidiaries not to, without the prior written consent of the Company, which consent shall not be unreasonably withheld, take any action or modify enter into any existing condition in a manner adverse to Parent) transaction, including, without limitation, any merger, acquisition, joint venture, disposition, lease, contract or otherwise debt or equity financing that would be reasonably expected to adversely affect (including with respect to timingmaterially impair, taking into account materially delay or prevent the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions financing contemplated by this Agreement the Commitment Letters. Following the date hereof, Parent shall notify the Company if Parent determines, based on Parent's good faith estimates, that all or the likelihood any portion of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be such financing is not reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,be consummated.

Financing. (a) Each Parent Party shall use its commercially reasonable best efforts to obtain, or cause to be obtained, obtain the proceeds full amount of the Financing on the terms and conditions described in the Commitment Letters (includingRevised Financing Commitments delivered to the Company by Parent; provided, as necessaryhowever, the “flex” provisions contained that in the Fee Letter)event that any portion of the Financing becomes unavailable on the terms and conditions of the Revised Financing Commitments, including using Parent shall use its commercially reasonable best efforts to obtain alternative financing in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement (the “Alternative Financing”) as promptly as reasonably practicable following the occurrence of such event. (b) Parent acknowledges and agrees that Parent’s obligation to consummate the Merger on the terms and conditions specified herein is not subject to a financing condition and is not conditional upon the receipt by Parent of the proceeds of the Revised Financing Commitments required to effect the Closing pursuant to Section 1.03 hereof and to satisfy its obligations under Article II hereof, including depositing (or causing to be deposited) with the Paying Agent sufficient funds to make all payments pursuant to Article II hereof. (c) Parent shall give the Company prompt notice of any material breach by any party to the Revised Financing Commitments, of which Parent or Merger Sub becomes aware, or any termination of the Revised Financing Commitments. Parent will keep the Company reasonably informed of the status of the Financing and/or Alternative Financing. (d) The Company shall provide, and will cause its officers and employees to provide, all necessary cooperation and information in connection with the arrangement and obtaining of the Financing described in the Revised Financing Commitments and/or Alternative Financing as may be reasonably requested by Parent, including, without limitation, facilitating customary due diligence on the Company and arranging senior officers of the Company, as selected by Parent, to meet with prospective lenders and investors in customary presentations (including “road show” presentations and sessions with rating agencies), cooperation in preparing and filing any offering documents, the issuance of any comfort letter, obtaining any Company auditors’ consents, certifications of the chief financial officer of the Company with respect to solvency matters, the delivery of consolidated pro forma financial information of the Company, the use of commercially reasonable efforts to cause each independent auditor of the Company to so cooperate or otherwise and the use of commercially reasonable efforts to facilitate the grant, attachment and perfection of first priority security interests in substantially all of the Company’s assets for the lender(s) providing the Debt Financing, except for Liens (and the assets of the Company securing such Liens), which are contemplated to continue after the Effective Time, as set forth on Section 5.13 of the Company Disclosure Letter. (e) Parent shall not amend, supplement, modify or terminate (whether unilaterally or by mutual consent), in a manner either materially adverse to the Company or to the consummation of the Merger, any Revised Equity Financing Commitment, or waive any rights thereunder, prior to the termination of this Agreement, without the written consent of the Company, such consent not to be unreasonably withheld. (f) The Company acknowledges that, prior to the Effective Time, the Company and its Subsidiaries shall, at the request of Parent, take commercially reasonable actions with respect to (i) maintaining prepaying, redeeming and/or obtaining the consent of the holders of the Company Convertible Note in effect accordance with the Commitment Letters, terms thereof or (ii) negotiating definitive agreements restructuring or terminating the Company Credit Facility. The Company shall provide such information and take such actions as are necessary with respect thereto, including calling for prepayment or redemption, or renegotiating, as the case may be, the Company Convertible Note; provided, that (i) no such prepayment or redemption shall actually be made until substantially contemporaneous with or after, or, in the case of the call for prepayment or redemption, immediately prior to or contemporaneous with, the Effective Time and (ii) no such call for prepayment or redemption shall be required prior to the Effective Time unless the Company is permitted to condition such call for prepayment or redemption on the occurrence of the Effective Time or to withdraw such call for prepayment or redemption if the Effective Time shall not have occurred on or prior to the applicable scheduled prepayment or redemption date; and provided, further, that the Company shall not be required to enter into any bank commitment that will become effective prior to the Effective Time. (g) Each of the parties hereto acknowledges and agrees that after the date hereof, Parent, Merger Sub and their respective Representatives and affiliates may, in their sole discretion, take (or determine not to take) actions with respect to maintaining as outstanding, prepaying, compromising, redeeming and/or amending the Debt Financing (Company Convertible Note and/or the “Definitive Agreements”) consistent Portside Warrant, in any such cases in accordance with the respective terms and conditions contained therein (includingthereof or as otherwise agreed by the holder thereof; provided, as necessaryhowever, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable any amendment desired to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect be effected prior to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, Effective Time shall only be effected with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company. Parent is under no obligation to endeavor to effect any such potential actions respecting either the Company Convertible Note or the Portside Warrant, and the parties hereto acknowledge and agree that the Company Convertible Note and/or the Portside Warrant may remain outstanding after the Effective Time pursuant to their respective terms, with the Company and the Surviving Corporation remaining obligated thereunder to the extent provided therein, but subject to all respective rights, restrictions and provisions thereunder. Parent, Merger Sub and the Company each (i) terminate agrees that any Commitment Lettereffect, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii)event, development, change, or lack of change, which arises out of or results from such actions (or lack of action) of Parent, Merger Sub and their respective Representatives and affiliates shall not be deemed to cause any condition to the obligations of any party to effect the Merger (as set forth in Article VI) not to be satisfied and (ii) permit hereby waives any amendment right it may have under this Agreement to terminate this Agreement pursuant to Article VII hereof based on any such effect, event, development or modification tochange, which arises out of or any waiver of any material provision or remedy under, or replace, the Commitment Letters if results from such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments actions (or modify any existing condition in a manner adverse to lack of action) of Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,Merger Sub and their respective Representatives and affiliates.

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtain, or cause to be obtained, arrange the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the thereto on terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iiiii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis to satisfy all conditions applicable to Parent and its Subsidiaries to obtaining the Financing Merger Sub in such definitive agreements that are within the Parent Parties’ its control. In the event that all any portion of the Debt Financing becomes unavailable on the terms and conditions contained contemplated in the Debt Commitment Letter and the Securities Purchase Agreement (other thanLetter, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Parent (as determined in the Lenders and reasonable judgment of Parent). Parent shall give the Subordinated Securities Purchaser to fund Company prompt notice of any material breach by any party of the Debt Commitment Letter or any termination of the Debt Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if without consulting with the Company. (b) The Company agrees to provide, and shall cause the Subsidiaries and its and their Representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by Parent (provided that such amendmentrequested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Subsidiaries), modificationincluding (i) participation in meetings, waiverdrafting sessions and due diligence sessions, (ii) furnishing Parent and its financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent, (iii) assisting Parent and its financing sources in the preparation of (A) an offering document for any debt raised to complete the Merger and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of Parent and its financing sources for any debt raised by Parent to complete the Merger and (v) providing and executing documents as may be reasonably requested by Parent; PROVIDED that none of the Company or any Subsidiary shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing prior to the Effective Time. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, the Subsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries). (c) All non-public or otherwise confidential information regarding the Company obtained by Parent or its Representatives pursuant to Section 6.08(b) shall be kept confidential in accordance with the Confidentiality Agreement. (d) Within 60 days of there having occurred after the date of this Agreement (i) any general suspension of trading in, or replacement limitation on prices for, securities on the NYSE for three or more consecutive business days, including but not limited to any changes in trading conditions resulting from actual or threatened terrorist attacks, responses by the United States or its allies thereto, or the effects thereof; (wii) would the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or New York for three or more consecutive business days; (1iii) add the commencement or material escalation of a war, armed hostilities or other international or national crisis or security event directly or indirectly involving the United States or any new condition to of its territories after the Financing Commitments date of this Agreement, including without limitation, any acts of terrorism, domestic or foreign or responses of the United States or its allies, or a national or international economic or financial crisis, the result of which there has occurred any material disruption or material adverse change in the United State commercial credit, debt capital or commercial mortgage-backed securities markets for a period of three or more consecutive business days; or (iv) any limitation by any governmental, regulatory or modify any existing condition administrative agency or authority which prohibits the extension of credit by banks or other lending institutions in the United States or New York in a manner adverse that prevents Lender from providing the Debt Financing for a period of three or more consecutive business days, Parent shall deliver to the Company a certificate (the "MARKET MAC NOTICE") to that effect signed by an officer of Parent, describing in reasonable detail the nature of the Market MAC (any of the events specified in clauses (i) or otherwise through (iv) described in such Market MAC Notice being hereinafter referred to as a "MARKET MAC"). At any time following its receipt of the Market MAC Notice, the Company may request (by delivery of a written notice to Parent to such effect (a "COMPANY WAIVER REQUEST")) that would be reasonably expected Parent fully and irrevocably waive its right to adversely affect (including invoke the condition set forth in Section 7.02(d) with respect to timingsuch Market MAC. In the event that Parent delivers to the Company a written notice that Parent waives its right to invoke the condition set forth in Section 7.02(d) with respect to such Market MAC (a "PARENT WAIVER NOTICE"), taking into account then such Market MAC shall cease to be a basis for Parent or Merger Sub not consummating the expected timing Merger. In the event that Parent fails to deliver a Parent Waiver Notice with respect to a Market MAC within the longer of (i) seven days after Parent's receipt of the Marketing Periodcorresponding Company Waiver Request and (ii) the ability number of days between the date on which Parent Parties delivered to consummate the transactions contemplated by Company the corresponding Market MAC Notice and the date on which the Company delivered to Parent the Company Waiver Request (the longer of such periods being hereinafter referred to as the "REQUISITE RESPONSE PERIOD"), then the Company shall be entitled to terminate the Agreement pursuant to Section 8.01(j). Notwithstanding anything to the contrary in this Agreement or Section 6.08(d), nothing shall release Parent from continuing to be obligated to use its reasonable best efforts to obtain (i) the likelihood of the Parent Parties doing so, Debt Financing or (2ii) taking into account an alternative financing in accordance with Section 6.08(a) in the expected timing of event Parent declines to timely waive its right to invoke the Marketing Period, would be reasonably expected condition set forth in Section 7.02(d) with respect to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,a Market MAC.

Financing. (a) Each Parent Party shall agrees to use its commercially reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts all actions with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms itself and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties Buyer necessary to consummate the transactions contemplated herein, and (iii) taking into account by the expected timing Commitment Letter. Parent will promptly notify Seller in writing of any termination of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect or any proposed changes or modifications to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to materially adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement Purchase Agreement. Parent will not amend, modify or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of supplement any of the Financing material terms or satisfaction conditions of the Commitment Letter relating to the amount or closing conditions thereof or in a manner reasonably likely to obtaining any materially adversely affect the ability of Parent to consummate of the Financing less likely transactions contemplated by this Purchase Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. (b) If at any time prior to occur,the termination of this Purchase Agreement the financing contemplated by the Commitment Letter is no longer available to Parent, Parent agrees to use its commercially reasonable efforts to arrange alternative financing on terms which in Parent's judgment are at least as favorable to Parent as those contemplated by the Commitment Letter to enable Parent and Buyer to consummate the transactions contemplated by this Purchase Agreement and the Collateral Documents. (c) Seller shall use its commercially reasonable efforts and cooperate with Buyer and its agents and representatives in connection with the financing contemplated by the Commitment Letter or, as applicable, alternative financing arrangements, including providing reasonable access to the Purchased Assets, Business Records, officers, directors, employees agents and other representatives of Seller, and using commercially reasonable efforts to cause its officers, directors, employees, agents, legal advisors, auditors and other representatives to assist and cooperate with the preparation of a standard confidential memorandum and participate in and cooperate with the marketing of any loan syndication and any meetings with rating agencies and prospective lenders; provided that Parent shall reimburse Seller for any out-of-pocket expenses incurred by Seller in connection with providing such cooperation or assistance.

Financing. (a) Each Parent Party and Merger Sub shall use its reasonable best efforts to obtain, take (or cause to be obtainedtaken) all actions, the proceeds of the Financing on the terms and conditions described in the Commitment Letters do (includingor cause to be done) all things, as necessary, proper or advisable to obtain the “flex” provisions contained in Equity Financing contemplated by the Fee Equity Commitment Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Equity Commitment LettersLetter, (ii) negotiating definitive agreements with respect using their reasonable best efforts to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining Merger Sub set forth in the Financing Equity Commitment Letter that are within their control and (iii) subject to the Parent Parties’ control. In conditions set forth therein to consummate the event that all conditions contained in financing contemplated by the Debt Equity Commitment Letter on the terms and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable)conditions set forth therein. (b) The Company shall provide all cooperation reasonably requested by Parent Parties shall notin its efforts to obtain debt financing in connection with the transactions contemplated by this Agreement, without provided that such requested cooperation does not unreasonably interfere with the prior written consent ongoing operations of the CompanyCompany and its Subsidiaries. Without limiting the generality of the preceding sentence, prior to the Closing, the Company shall, and shall cause its officers, Subsidiaries and other Representatives to (i) terminate when requested by Parent, participate on a timely basis in a reasonable number of meetings during normal business hours with potential providers of debt financing to Parent, a reasonable number of due diligence sessions during normal business hours and a reasonable number of sessions with rating agencies during normal business hours and provide direct contact between executives of the Company and the Company’s other Representatives and potential providers of the debt financing to Parent during normal business hours, (ii) furnish Parent and potential providers of debt financing to Parent with unaudited monthly financial statements of the Company and its Subsidiaries when requested in writing when available, (iii) assist Parent with the preparation of bank information memoranda, lender presentations, rating agency presentations and similar documents and materials as may be reasonably requested by Parent, and (iv) use commercially reasonable efforts to obtain such consents and instruments which may be reasonably requested by Parent in connection with the debt financing, including customary payoff letters, Lien releases, and landlord consents and access agreements, and use commercially reasonable efforts to facilitate the pledging of collateral, including cooperating in obtaining appraisals, financial analyses, surveys, environmental assessments, third party consents and estoppels, mortgage financeability and title insurance; provided, that the Company shall not be required to pay any Commitment Lettercosts of any appraisals, unless surveys or environmental assessments or any commitment or similar fee in connection with such Commitment Letter financing prior to the Effective Time; and provided further that the Company’s failure to obtain any of the foregoing, after using commercially reasonable efforts to do so, shall not constitute a breach of this Section 5.12(b) nor a failure to satisfy the conditions to closing set forth in Section 6.2(b). The Company hereby consents to the use of its logo in connection with the potential debt financing described in this Section 5.12, provided that its logo is replaced used solely in a manner consistent with that is not intended to or reasonably likely to harm or disparage the following clause (ii)Company or its Subsidiaries, or (ii) permit any amendment or modification to, or any waiver the reputation and good will of the Company and its Subsidiaries. Parent and Merger Sub each acknowledge and agree that the obtaining of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition debt financing in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including connection with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement is not a condition to the Closing. All non-public information provided by the Company or any of its Subsidiaries or their Representatives in accordance with this Section 5.12 shall be kept confidential in accordance with the likelihood of Confidentiality Agreement. (c) In the event this Agreement is terminated pursuant to Section 7.1, Parent Parties doing so, or agrees to promptly (and in any event within two (2) taking into account Business Days), upon request by the expected timing Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company and its Subsidiaries in complying with this Section 5.12, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any all losses, damages, claims, costs or expenses suffered or incurred by any of the Marketing Period, would be reasonably expected to make the timely funding them in connection with or arrangement of any of such debt financing and any information used in connection herewith, except with respect to any information prepared or provided by the Financing Company or satisfaction of the conditions to obtaining any of the Financing less likely to occur,its Subsidiaries.

Financing. (a) Each Parent Party shall will use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing which, together with cash on hand, will permit Parent to pay the aggregate Merger Consideration and any other cash amounts payable pursuant to, or in connection with, the proceeds of the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter)Transactions, including using its reasonable best efforts with respect to (i) maintaining in effect negotiate and enter into the Commitment Letters, Financing Agreements and (ii) negotiating definitive agreements with respect to the Debt Financing satisfy (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if availabledeemed advisable by Parent, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Periodseek a waiver of) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions within the control of Parent and required to be satisfied by it, and otherwise comply with all terms applicable to Parent and its Subsidiaries to obtaining Parent, in the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable)Agreements. (b) The Company will provide to Parent, and will cause the Company Subsidiaries to provide, in each case, at Parent’s sole cost and expense as provided in Section 6.12(d), and will use reasonable best efforts to cause its Representatives to (and use reasonable best efforts to cause external auditors to) provide (x) all cooperation reasonably requested by Parent Parties shall notthat is customary, without necessary or advisable in connection with arranging, obtaining and syndicating the prior written consent Financing and any other financing or refinancing transactions undertaken by Parent or any Parent Subsidiary to the extent that information relating to, or the participation by members of management of, the CompanyCompany is reasonably necessary in connection therewith and causing the conditions in the Financing Agreements to be satisfied and (y) provide all information and assistance that is customarily provided in financings comparable to the proposed Financing or such other financing or refinancing transaction, as the case may be, including using reasonable best efforts in (i) terminate any Commitment Letterassisting with, unless such Commitment Letter is replaced and designating one member of senior management of the Company to participate in, the preparation of offering and syndication documents and materials, including registration statements, prospectuses, private placement memoranda, bank information memoranda, bank syndication material and packages, lender and investor presentations, rating agency materials and presentations, and similar documents and materials, in a manner consistent connection with the following clause Financing, and providing reasonable and customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders and containing customary information (iiall such documents and materials, collectively, the “Offering Documents”), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition furnishing promptly to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would Parent all Required Information as may be reasonably expected requested by Parent to adversely affect assist in the preparation of the Offering Documents (including with respect to timingexecution of customary authorization and management representation letters), taking into account the expected timing (iii) designating one member of senior management of the Marketing PeriodCompany to participate in due diligence sessions and one or more road shows, (iv) the ability of the assisting Parent Parties to consummate the transactions in obtaining any corporate credit and family ratings and, if applicable, facility ratings from any ratings agency contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occurDebt Commitment Letters,

Financing. (a) Each Prior to the Closing, Parent Party and Merger Sub shall use its their reasonable best efforts to obtainobtain the Financing, or cause to be obtained, the proceeds of the Financing including entering into definitive agreements with respect thereto on the terms and conditions described set forth in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on Commitments or such other terms that are as may be acceptable to Parent and would not adversely affect in its sole discretion (including with respect to timing, taking into account provided that the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining same or more favorable terms than those set forth in the Financing that are within the Parent Parties’ controlCommitments shall be deemed acceptable to Parent). In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability any portion of the Equity FinancingFinancing becomes unavailable so as not to enable Parent and Merger Sub to proceed with the Transactions in a timely manner, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party and Merger Sub shall use its their reasonable best efforts to arrange to obtain alternate financing from alternative sources on terms and conditions acceptable to Parent in its sole discretion (provided that the same or more favorable terms than those set forth in the Financing Commitments shall be deemed acceptable to Parent) as promptly as practicable following the occurrence of such event, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the first or second sentence of this Section 6.9(a) being referred to as the “Definitive Financing Agreements”); provided that nothing in this Section 6.9(a) shall be deemed to require ▇▇▇▇ to provide a greater amount of equity financing than is contemplated by the Equity Commitment. Parent and Merger Sub shall, shall cause their Affiliates to, and shall use their reasonable best efforts to cause their Representatives to, comply with the terms and satisfy on a timely cause basis the Lenders conditions of the Financing Commitments, the Definitive Financing Agreements, any alternate financing commitment and any related fee and engagement letters. Parent shall (i) furnish complete, correct and executed copies of the Subordinated Securities Purchaser Definitive Financing Agreements to fund the Debt Company promptly upon their execution, (ii) give the Company prompt notice of any breach by any party of any of the Financing Commitments, any alternate financing commitment or the Definitive Financing Agreements of which Parent or Merger Sub becomes aware or any termination thereof and (iii) otherwise at the Subordinated Securities Financing, as applicable reasonable request of the Company inform the Company of the status of its efforts to arrange the Financing (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicableor any replacements thereof). (b) From and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.1, the Company shall, and shall cause the Company Subsidiaries to, at Parent’s sole expense (except as provided in the fourth sentence of this Section 6.9(b)), reasonably cooperate with Parent and Parent’s Affiliates in connection with the arrangement of the Financing (or any replacements thereof), including (i) participation in due diligence sessions, meetings, drafting sessions, management presentation sessions, “road shows”, and sessions with rating agencies by Company officers and employees, (ii) assisting Parent in obtaining any title insurance lien waivers, estoppels, affidavits, non-disturbance agreements, memoranda of leases, legal opinions, surveys or other documents or deliveries, (iii) using reasonable best efforts to prepare business projections, financial statements, pro forma statements and other financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act of the type and form consistently included in offering memoranda, private placement memoranda, prospectuses and similar documents, all as may be reasonably requested by Parent, (iv) the execution and delivery of underwriting or placement agreements, loan agreements, note purchase agreements, registration rights agreements, indentures and related documents, including a certificate of the chief accounting officer of the Company with respect to solvency matters, and using reasonable best efforts to obtain accountants’ comfort letters and consents of accountants for use of their reports in any materials relating to the Debt Commitment, all as may be reasonably requested by Parent, (v) reasonably facilitating the pledging of collateral and (vi) providing the financial information necessary for the satisfaction of the obligations and conditions set forth in the Debt Commitments within the time periods required thereby in order to permit a Closing Date on or prior to the date set forth in Section 8.1(b)(2), which obligation shall include, in all events, providing the financial information required pursuant to the terms of the Debt Commitments; provided, however, that (x) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries and (y) neither the Company nor any Company Subsidiary shall be required to make any payment or expenditure in connection with the financing cooperation described in this Section 6.9(b) in excess of $250,000 in the aggregate (the “Financing Cooperation Expense Cap”). The parties agree that the effectiveness of any documents referred to in the preceding sentence shall be subject to the consummation of the Closing. Without limiting the foregoing provisions of this Section 6.9(b), (i) the Company shall, and shall cause each of the Company Subsidiaries to, reasonably cooperate with Parent’s financing sources and their representatives in connection with the completion of an inventory appraisal and a field examination customary for inventory and receivables financings (each of which shall be conducted during normal business hours (so long as not disruptive to the Company’s operations) and after reasonable prior notice, and (ii) (x) the Company and its counsel shall be given reasonable opportunity to review and comment upon any offering memorandum that includes information about the Company prepared in connection with the Financing (and the Parent Parties shall not, not disseminate any offering memorandum relating to any offering of the Company’s or any Company Subsidiary’s securities under Rule 144A of the Securities Act without the prior written consent of the Company, which consent shall not be unreasonably withheld), and (iy) terminate Parent and Merger Sub and their counsel shall be given reasonable opportunity to review and comment upon any Commitment Letteroffering memorandum prepared in connection with any financing undertaken by the Company to finance the Dividend. In the event that this Agreement is terminated by the Company pursuant to Section 8.1(c)(ii) or Parent terminates this Agreement pursuant to Section 8.1(b)(ii), unless Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Company Subsidiaries in connection with such Commitment Letter financing cooperation, including all amounts up to and including the Financing Cooperation Expense Cap, and provided further, that if this Agreement is replaced terminated for any reason, Parent shall use its best efforts to cause the voiding, termination and/or destruction of all documents executed by the Company in a manner consistent connection with such financing cooperation, and shall reimburse the Company for all costs and expenses incurred by the Company in connection therewith. Notwithstanding anything in this Agreement to the contrary, neither the Company nor any of the Company Subsidiaries shall be required to pay any commitment or other similar fee or incur any other Liability in connection with the following clause Financing (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, replacements thereof) prior to the Commitment Letters if such amendment, modification, waiver, or replacement Effective Time (w) would (1) add any new condition except as expressly set forth above with respect to the Financing Commitments (Cooperation Expense Cap). Furthermore, notwithstanding the foregoing, neither the Company or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining Company Subsidiaries, nor any of their respective officers or directors shall be required to execute any certificate, representation letter or other certification, or to deliver, or cause to be delivered, any legal opinion to the Financing less likely to occur,extent the Company determines in good faith that, under the circumstances, the execution of such certificate, letter or other certification, or delivery of such opinion is not customary or would be unreasonable.

Financing. (a) Each RMS Buyer Parent Party shall use its reasonable best efforts to obtain, or cause to be obtained, arrange the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, or on other terms that are acceptable not materially less beneficial to Parent and would not adversely affect RMS Buyer Parent, (including with respect to timing, taking into account the expected timing of the Marketing Periodii) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to RMS Buyer Parent and its Subsidiaries to obtaining the Financing in such definitive agreements that are within its control, and (iii) consummate the Parent Parties’ control. In the event that all conditions contained in Debt Financing contemplated by the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect at Closing. RMS Buyer Parent shall provide notice to Seller promptly upon receiving the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Each Buyer Parent Parties shall not, without obtain the prior written consent Equity Financing contemplated by the Equity Commitment Letters. None of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) Buyer Parents shall permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Equity Commitment Letters without the prior written consent of Seller. (c) If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, RMS Buyer Parent shall use its best efforts to arrange to obtain alternative financing, including from alternative sources, on terms that are not materially less beneficial to RMS Buyer Parent as promptly as practicable following the occurrence of such event. RMS Buyer Parent shall give the Seller prompt notice upon becoming aware of any material breach by any party to any Debt Commitment Letter or replaceany termination of any Debt Commitment Letter. RMS Buyer Parent shall keep the Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letters if Letter without the prior written consent of Seller (such amendmentconsent not to be unreasonably withheld or delayed). (d) Each Buyer shall use its reasonable best efforts to arrange for a Credit Enhancement Bank to issue a Letter of Credit on terms and conditions that are consistent with the Timber Note Indicative Terms in an aggregate amount of not less than such Buyer’s portion of the Installment Note Purchase Price plus one interest payment on the respective Timber Note (the “L/C Amount”), modificationincluding using reasonable best efforts (i) as soon as practicable to obtain a firm commitment (each, waiveran “L/C Commitment Letter”), or replacement in form and substance reasonably satisfactory to Seller, to provide such Letter of Credit, (wii) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including negotiate definitive agreements with respect to timingsuch Letter of Credit on the terms and conditions contained in the L/C Commitment Letter or on other terms not materially less beneficial to Buyer Parent, taking into account the expected timing of the Marketing PeriodBuyer or Seller, (iii) the ability of the Parent Parties to satisfy on a timely basis all conditions applicable to such Buyer in such definitive agreements that are within its control, and (iv) to consummate the transactions contemplated by this Agreement or the likelihood issuance of the Parent Parties doing soLetters of Credit at Closing. (e) In the event any portion of the Letters of Credit becomes unavailable to any Buyer on the terms and conditions contemplated in the L/C Commitment Letters, such Buyer shall use its reasonable best efforts to arrange to obtain letters of credit, including from alternative sources, on terms and conditions that are not materially less beneficial to Buyer Parent, Buyer or Seller and that are consistent with the Timber Note Indicative Terms, promptly following the occurrence of such event. Each Buyer shall give Seller prompt notice upon becoming aware of any material breach by any party to any L/C Commitment Letter or any termination of any L/C Commitment Letter. Each Buyer shall keep Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Letters of Credit and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the L/C Commitment Letters without the prior written consent of Seller (2) taking into account such consent not to be unreasonably withheld or delayed). Buyers and Seller shall consult in good faith and cooperate in determining the expected timing maximum aggregate amounts of Letters of Credit per Credit Enhancement Bank and otherwise with respect to the terms of the Marketing Period, would be reasonably expected to make the timely funding Letter of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,Credit documentation.

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of obtain the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter)Financing Commitments or terms more favorable to Parent, including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating to negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee LetterFinancing Commitments, (ii) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis satisfy all conditions applicable to Parent and in such definitive agreements, (iii) to comply with its Subsidiaries to obtaining obligations under the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement Commitments, (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investmentiv) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter Commitments, and Definitive Agreements and (v) to consummate the Securities Purchase Agreement, as applicable). (b) The Financing at or prior to the Closing. Parent Parties shall not, without give the prior written consent Company prompt notice upon becoming aware of any material breach by any party of the CompanyFinancing Commitments or any termination of the Financing Commitments. Parent shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Financing and provide to the Company copies of all material documents related to the Financing (other than any ancillary documents subject to confidentiality agreements). In connection with its obligations under this Section 5.10, Parent shall be permitted to amend, modify or replace the Debt Commitment Letters with new Financing Commitments, including through co-investment by or financing from one or more other additional parties (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii"New Financing Commitments"), or (ii) provided Parent shall not permit any replacement of, or amendment or modification to be made to, or any waiver of any material provision or remedy under, or replace, the Debt Commitment Letters Letter if such replacement (including through co-investment by or financing from one or more other additional parties), amendment, modification, waiver, waiver or replacement (w) would (1) add any new condition remedy reduces the aggregate amount of the Financing or adversely amends or expands the conditions to the drawdown of the Financing Commitments (or modify in any existing condition in a manner adverse to Parent) or otherwise respect that would make such conditions materially less likely to be satisfied or that can reasonably be expected to adversely affect materially delay the Closing. In the event that Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing unlikely to occur in the manner or from the sources contemplated in the Financing Commitments, Parent shall notify the Company and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources (including through co-investment by one or more other additional parties) on terms and conditions no less favorable to Parent or Merger Sub. The Company shall provide, and shall cause its Subsidiaries, and shall cause each of its and their respective Representatives, including legal and accounting, to provide, all cooperation reasonably requested by Parent in connection with respect to timing, taking into account the expected timing of Financing and the Marketing Period) the ability of the Parent Parties to consummate the other transactions contemplated by this Agreement or (provided that such requested cooperation does not unreasonably interfere with the likelihood ongoing operations of the Parent Parties doing soCompany and its Subsidiaries), or including (2i) taking into account providing reasonably required information relating to the expected timing Company and its Subsidiaries to the parties providing the Financing, (ii) participating in meetings, drafting sessions and due diligence sessions in connection with the Financing, (iii) assisting in the preparation of the Marketing Period, would be reasonably expected to make the timely funding of (A) any offering documents for any of the Financing or satisfaction of Debt Financing, and (B) materials for rating agency presentations, (iv) reasonably cooperating with the conditions to obtaining marketing efforts for any of the Debt Financing less likely (including consenting to occur,the use of the Company's and its Subsidiaries' logos), and (v) executing and delivering (or obtaining from its advisors), and causing its Subsidiaries to execute and deliver (or obtain from its advisors), customary certificates (including a certificate of the principal financial officer of the Company or any Subsidiary with respect to solvency matters), accounting comfort letters (including consents of accountants for use of their reports in any materials relating to the Debt Financing), legal opinions, surveys, title insurance or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Financing as may be reasonably requested by Parent in connection with the Financing, (vi) entering into one or more credit or other agreements on terms satisfactory to Parent and that are reasonably requested by Parent in connection with the Debt Financing immediately prior to the Effective Time, and (vii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the Debt Financing and the direct borrowing or incurrence of all of the proceeds of the Debt Financing, by the Surviving Corporation immediately following the Effective Time; provided, however, that no obligation of the Company or any of its Subsidiaries under any such agreement, certificate, document or instrument shall be effective until the Effective Time and none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Effective Time. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket third party costs incurred by the Company in connection with this Section 5.10.

Financing. (a) Each Parent Party Buyer shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions described in the Commitment Letters Financing Letters, including using reasonable best efforts to (i) maintain in effect the Financing Letters, (ii) negotiate definitive agreements with respect to the Debt Financing on terms and conditions (including, as necessary, the “flex” provisions contained in the any related Fee Letter) contemplated by the Debt Commitment Letters (any such agreements, the “Definitive Financing Agreements”) and deliver to Seller a copy thereof as promptly as practicable after execution thereof, (iii) satisfy on a timely basis all conditions that are applicable to the Financing in the Financing Letters or the Definitive Financing Agreements, as applicable, and comply with its obligations thereunder, (iv) obtain such third-party consents as may be reasonably required in connection with the Financing (including any amendments to the Credit Agreement on the terms contemplated by the Bank Commitment Letter (the “Credit Agreement Amendment”) and Existing Noteholder Consent), (v) upon the satisfaction or waiver of such conditions, consummate the Financing at or prior to the Closing and (vi) enforce its rights under the Financing Letters or the Definitive Financing Agreements, as applicable, in the event of a breach by the financing sources that impedes or delays the Closing, including using seeking specific performance by the parties thereunder. In furtherance and not in limitation of the foregoing, in the event that all conditions to the respective Debt Commitment Letters (or if Definitive Financing Agreements have been entered into, to such respective Definitive Financing Agreements) have been satisfied or, upon funding of the Sponsor Financing would be satisfied, and all of the conditions set forth in Section 8.02 have been satisfied or waived (other than those conditions to be satisfied or waived by action taken at the Closing), Buyer shall use its reasonable best efforts with to cause the respective lenders providing such Debt Financing to fund on the Closing Date the Debt Financing required to consummate the Sale and the other transactions contemplated by this Agreement (including by taking enforcement action, including seeking specific performance, to cause such lenders providing such Debt Financing to fund such Debt Financing). In the event that all conditions to the Sponsor Commitment Letter have been satisfied or, upon funding of the Debt Financing would be satisfied, and all of the conditions set forth in Section 8.02 have been satisfied or waived (other than those conditions to be satisfied or waived by action taken at the Closing), Buyer shall cause the Persons providing such Sponsor Financing to fund on the Closing Date the Sponsor Financing required to consummate the Sale and the other transactions contemplated by this Agreement (including by taking enforcement action, including seeking specific performance, to cause such Persons providing such Sponsor Financing to fund such Sponsor Financing). Buyer shall have the right from time to time to amend, replace, supplement or otherwise modify the Financing Letters and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources; provided, that any such amendment, replacement, supplement or other modification to the Financing Letters shall not (A) materially reduce the aggregate amount of the Financing, (B) expand upon in any material respect the conditions precedent or contingencies to (i) maintaining the funding on the Closing Date of the Financing as set forth in effect the Commitment Financing Letters, (iiC) negotiating definitive agreements with respect adversely impact the ability of Buyer or Seller, as applicable, to enforce its rights against other parties to the Financing Letters or the Definitive Financing Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability of Buyer or Seller, as applicable, to enforce its rights against such other parties to the Financing Letters as in effect on the date hereof or the Definitive Financing Agreements contemplated thereby or (D) prevent, impede or delay the consummation of the Sale and the other transactions contemplated by this Agreement; provided, further, that notwithstanding the foregoing, Buyer may amend the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed one or both of the Debt Commitment Letters as of the date of this Agreement. Buyer shall deliver to Seller copies of any such amendment, replacement, supplement or modification. If any portion of the Debt Financing (the “Definitive Agreements”) consistent with becomes unavailable on the terms and conditions contained therein (including, as necessary, including the “flex” provisions contained in the any Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing contemplated in either of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing Letters or the Rollover Investment andDefinitive Financing Agreements, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party Buyer shall promptly notify Seller and shall use its reasonable best efforts to timely arrange and obtain alternative financing from the same and/or alternative sources (it being understood and agreed that Buyer shall not in any event be required to obtain or seek to obtain equity financing from any source other than any of its current controlling equity holders) on terms and conditions not materially less favorable, in the aggregate, to Buyer than those contained in such Debt Commitment Letter in an amount sufficient to consummate the Sale (“Alternative Debt Financing”), upon terms and conditions which would not have any of the effects specified in clauses (A), (B), (C) and (D) of this Section 5.13(a) as promptly as reasonably practicable following the occurrence of such event. Buyer shall give Seller prompt oral and written notice of (1) any material breach or default by any party to any Financing Letters or Definitive Financing Agreements of which Buyer becomes aware, and (2) the receipt of any written notice or other written communication from any financing source with respect to any breach, default, termination or repudiation by any party to any Financing Letters or Definitive Financing Agreements of any provision thereof. Buyer shall keep Seller reasonably informed on a reasonably current basis of the status of its efforts to consummate the Financing. (b) Prior to the Closing, Seller shall, and shall cause the Lenders Business Subsidiaries, and shall use its reasonable best efforts to cause each of its and their respective Representatives, including attorneys and accountants, to, provide all cooperation reasonably requested by Buyer in connection with the Financing (including the Credit Agreement Amendment) or any alternate debt financing or debt securities issuance in connection with the financing of the Sale (collectively, the “Financing Arrangements”), including using reasonable best efforts to (i) provide (a) the following financial and other information relating to the Business Subsidiaries to Buyer and the Subordinated Securities Purchaser lenders and other financial institutions and investors that are or may become parties to fund the Financing Arrangements and to any underwriters, initial purchasers or placement agents in connection with the Financing Arrangements (such lenders, financial institutions, investors, underwriters, initial purchasers and placement agents, the “Financing Parties”): the Financial Statements (audited as set forth in Section 3.06 and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of national standing, which opinion shall be without (1) “going concern” or like qualification or exception or (2) any qualification or exception as to the scope of the audit other than, in the case of clause (2), a qualification or exception which (x) is in the Basis of Presentation or (y) would not reasonably be expected to materially and adversely affect the terms of, or materially impair the consummation of, the Financing) for the periods covered by the Financial Statements, all unaudited financial statements for any fiscal quarter or quarters of the Kroll Group ended after the date of the most recent audited financial statements and more than 45 days prior to the Closing Date, all information necessary for Buyer or its Affiliates to prepare pro forma financial statements in connection with a customary confidential information memorandum for the syndication of the Bank Financing, in each case prepared in accordance with the Basis of Presentation and, to the extent reasonably necessary, all other data and other information (including appropriate information necessary for Buyer or its Affiliates to prepare management’s discussion and analysis of financial condition and results of operations in connection with such a confidential information memorandum) as otherwise required by the Debt Commitment Letters as of the date of this Agreement; provided that such information shall not include financial information with respect to Discontinued Operations (all such information in this clause (i)(a), the “Required Information”) and (b) without limiting the foregoing, such other financial statements, financial data, audit reports and other information as Buyer may reasonably request in connection with the Debt Financing and the Subordinated Securities transactions contemplated by this Agreement; (ii) participate and cause senior management of the Business Subsidiaries to participate in a reasonable number of meetings with Financing Parties and other presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with rating agencies relating to the completion of the Financing by the Financing Parties; (iii) assist in the preparation of (A) any customary offering documents or bank information memoranda for the Financing Arrangements or offering of debt securities in connection therewith, and (B) materials for rating agency presentations; (iv) cooperate with the marketing efforts for the Financing Arrangements (including consenting to the use of the Business Subsidiaries’ logos; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Business Subsidiaries or the reputation or goodwill of the Business Subsidiaries); (v) provide information required for and cause the Business Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from its advisors) credit agreements and other loan documents, underwriting or note purchase agreements, indentures, currency or interest hedging agreements and other contracts in connection with the Financing Arrangements customary pledge and security documents, certificates (including consents of accountants for use of their reports in any materials relating to the Debt Financing) or other documents and instruments ancillary to the Financing (collectively, the “Financing Documents”) as may be reasonably requested by Buyer in connection with the Financing Arrangements provided, that no obligation of any of the Business Subsidiaries under any such Financing Documents, certificates, documents, instruments, agreements or amendments shall be effective until the Closing; (vi) as appropriate, have its independent accountants provide their reasonable cooperation and assistance, including providing customary comfort letters and consents; (vii) provide authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders or investors; (viii) cooperate reasonably with the Financing Parties’ due diligence investigation of the Business Subsidiaries, including due diligence performed by Financing Parties and their respective counsel in connection with the Financing Arrangements, to the extent reasonable; (ix) permit the applicable Financing Parties to evaluate the Business Subsidiaries’ current assets, cash management and accounting systems, and policies and procedures relating thereto, for the purposes of establishing collateral arrangements; (x) effective on or after the Closing Date, establish blocked account agreements and other lock box arrangements in connection with the foregoing; (xi) taking any corporate actions reasonably requested by Buyer to permit the consummation of the Financing and (xii) provide to Buyer any information reasonably requested in connection with any Alternative Debt Financing, including the information required by Regulation S-X and Regulation S-K promulgated under the Securities Act for a registered public offering, or of type and form customarily provided in public debt offerings or private placements under Rule 144A, to consummate any offering(s) of debt securities that comprise any Alternative Debt Financing, or as applicable otherwise necessary in order to assist in receiving customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with any offering(s) of debt securities that comprise any Alternative Debt Financing; provided that such information shall be prepared in accordance with the Basis of Presentation and shall not include financial information with respect to Discontinued Operations; provided, further, that in no event shall any action be required that would encumber any assets of the Business Subsidiaries prior to the consummation of the Sale or that would result in a breach of any of its Contracts. Notwithstanding the foregoing, until the Closing has occurred, none of the Business Subsidiaries, nor any of their respective directors or officers shall (w) be required to take any action in the capacity of a director of a Business Subsidiary with respect to the Financing (or any alternative financing) (provided that Seller shall cooperate with Buyer, if requested by seeking through litigation Buyer, to enforce its rights under appoint Buyer’s designees to the Debt Financing Commitment Letter and Definitive Agreements and board of directors or similar governing bodies of the Securities Purchase AgreementBusiness Subsidiaries, as applicableof immediately prior to the Closing, for the purpose of taking corporate action related to the Financing as of the Closing), (x) be required to pay any commitment or other similar fee (other than fees and expenses of its accountants and attorneys), (y) have any liability or any obligation under any Financing Document, credit agreement or any related document or any other agreement or document related to the Financing (or alternative financing that Buyer may raise in connection with the transactions contemplated by this Agreement) or execute any certificate or (z) be required to incur any other liability (other than fees and expenses of its accountants and attorneys) in connection with the Financing (or any alternative financing that Buyer may raise in connection with the transactions contemplated by this Agreement). (bc) The Parent Parties shall not, without the prior written consent of the Company, Buyer (i) terminate shall promptly, upon request by Seller, reimburse Seller for all reasonable and documented out-of-pocket costs (other than fees and expenses of attorneys and accountants) to the extent incurred by Seller, any Commitment Letter, unless such Commitment Letter is replaced of the Business Subsidiaries or their respective Representatives in a manner consistent connection with the following clause (ii)cooperation of Seller and the Business Subsidiaries contemplated by this Section 5.13, or (ii) permit acknowledges and agrees that, except for obligations of the Business Subsidiaries from and after the Closing, Seller, the Business Subsidiaries and their respective Representatives shall not have any amendment or modification toresponsibility for, or incur any waiver liability to any Person under any of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition Arrangements that Buyer may request in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including connection with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement and (iii) shall indemnify and hold harmless Seller, the Business Subsidiaries and their respective Representatives (other than for the professional liability of any Representative) from and against any and all losses, damages, claims, costs or the likelihood expenses suffered or incurred by any of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of them in connection with any of the Financing Arrangements or satisfaction Financing Documents and any information used in connection therewith, except to the extent resulting from any material misstatements or omissions by Seller in any written information provided by Seller for use in connection therewith or any breaches of the conditions to obtaining any representations, warranties or covenants of Seller under this Agreement. (d) In the event that either of the Financing less likely to occur,Debt Commitment Letters or the Sponsor Commitment Letter is amended, replaced, supplemented or otherwise modified, including as a result of obtaining alterna

Financing. (a) Each Parent Party shall use use, and shall cause its Affiliates to use, their reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of all actions, and to do, or cause to be done, all things necessary or advisable to consummate the Financing on as promptly as possible following the terms and conditions described date of this Agreement (and, in any event, no later than the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee LetterClosing Date), including using its reasonable best efforts with respect to including: (i) (A) maintaining in effect the Commitment LettersLetter and complying with all of their respective obligations thereunder and (B) negotiating, (ii) negotiating entering into and delivering definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with reflecting the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on Commitment Letter (or with other terms that are acceptable to agreed by Parent and would not adversely affect (including with respect the Financing Parties, subject to timing, taking into account the expected timing restrictions on amendments of the Marketing PeriodCommitment Letter set forth below), so that such agreements are in effect no later than the Closing Date; and (ii) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all the conditions to the Financing and the definitive agreements related thereto that are applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. Affiliates. (b) In the event that all conditions contained set forth in the Debt Commitment Letter ýSection 7.01 and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) Section 7.03 have been satisfied (or waived or, upon funding will shall be satisfied)satisfied or waived, each Parent Party and its Affiliates shall use its reasonable best efforts to timely cause the Lenders Financing Parties to fund on the Closing Date the Financing, to the extent the proceeds thereof are required to consummate the Merger and the Subordinated Securities Purchaser to fund the Debt Financing other transactions contemplated hereby, and the Subordinated Securities Financing, as applicable (including by seeking through litigation to shall enforce its rights under the Debt Financing Commitment Letter. Parent shall not, and shall cause its Affiliates not to, take or refrain from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of any of the conditions contained in the Commitment Letter or in any definitive agreement related to the Financing. Parent shall not, and Definitive Agreements shall cause its Affiliates not to, object to the utilization of any "market flex" provisions by any Financing Party. (c) Parent shall keep the Company reasonably informed, promptly upon request by the Company (and in any event within two Business Days of such request), of the Securities Purchase Agreementstatus of Parent's efforts to obtain the Financing and to satisfy the conditions thereof. Without limiting the foregoing, as applicableParent shall notify the Company promptly (and in any event within two Business Days) if at any time prior to the Closing Date: (i) the Commitment Letter expires or is terminated for any reason (or if any Person attempts or purports to terminate or repudiate the Commitment Letter, whether or not such attempted or purported termination or repudiation is valid); (ii) Parent obtains Knowledge of any breach or default, or any event or circumstance that, with or without due notice, lapse of time or both, would reasonably be expected to give rise to any breach or default, by any party to the Commitment Letter or any definitive document related to the Financing of any provisions of the Commitment Letter or any definitive document related to the Financing; (iii) Parent receives any written communication from any Person with respect to any actual, potential or threatened breach, default, termination or repudiation by any party to the Commitment Letter or any definitive document related to the Financing; or (iv) any Financing Party refuses to provide or expresses in writing an intent to refuse to provide all or any portion of the Financing contemplated by the Commitment Letter on the terms set forth therein (or expresses in writing that such Person does not intend to enter into all or any portion of definitive documentation related to the Financing or to consummate the transactions contemplated thereby). (bd) The Parent Parties may amend, modify, terminate, assign or agree to any waiver under the Commitment Letter without the prior written approval of the Company; provided, that Parent shall not, without the Company's prior written consent of the Companyconsent, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waivertermination, assignment or replacement (w) waiver to be made to any provision of or remedy under the Commitment Letter which would (1i) add any reduce the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount), (ii) impose new condition or additional conditions to the Financing Commitments (or otherwise expand, amend or modify any existing condition of the conditions to the Financing or (iii) otherwise expand, amend, modify or waive any provision of the Commitment Letter in a manner adverse to Parent) or otherwise that in any such case would reasonably be reasonably expected to adversely affect (including with respect to timing, taking into account A) delay or make less likely the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing (or satisfaction of the conditions to obtaining the Financing) on the Closing Date, (B) adversely impact the ability of Parent to enforce its rights against the Financing Parties or (C) timely consummate the Merger and the other transactions contemplated hereby. In the event that new commitment letters or fee letters are entered into in accordance with any amendment, replacement, supplement or other modification of the Financing less likely Commitment Letter permitted pursuant to occur,this ýSection 6.16(d), Parent shall promptly deliver to the Company a true, complete and accurate copy thereof (and in the case of the Fee Letter, redacted in a manner consistent with Section 3.28). For purposes of this Agreement, the terms "Commitment Letter" and "Fee Letter" shall include and mean such documents as amended, supplemented, modified, waived or replaced in compliance with this Section 6.16(d), and

Financing. (a) Each Parent Party shall use its commercially reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of all actions and to do, or cause to be done, all commercially reasonable things necessary, proper or advisable to arrange the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter)Financing Letters, including using its commercially reasonable best efforts with respect to (i) maintaining maintain in effect the Commitment Financing Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries Merger Sub to obtaining the Financing that set forth therein, (iii) enter into definitive agreements with respect thereto on or before the Closing Date on the terms and conditions contemplated by the Financing Letters or on other terms as Parent determines reasonably and in good faith are within not materially less beneficial to Merger Sub, including with respect to conditionality, and (iv) consummate the Parent Parties’ controlFinancing at or prior to Closing. In the event that all any portion of the Debt Financing becomes unavailable on the terms and conditions contained contemplated in the Debt Commitment Letter and the Securities Purchase Agreement (other thanFinancing Letters, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its commercially reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser arrange to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced obtain alternative debt financing from alternative sources in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties an amount sufficient to consummate the transactions contemplated by this Agreement or on terms Parent determines reasonably and in good faith are not materially less beneficial to Merger Sub as promptly as practicable following the likelihood occurrence of such event. At the Company’s request, Parent shall keep the Company reasonably informed with respect to all material activity concerning the status of the Financing and shall give the Company prompt notice of any material adverse change with respect to the Financing. Without limiting the foregoing, Parent Parties doing soagrees to notify the Company promptly, or and in any event within two (2) taking into account business days, if at any time prior to the expected timing Closing Date (i) any Financing Letter shall expire or be terminated for any reason or (ii) any financing source that is a party to any Financing Letter notifies Parent or Merger Sub that such source no longer intends to either provide or underwrite financing to Merger Sub on the material terms set forth therein. (b) The Company agrees to provide, and shall cause its Subsidiaries and its and their Representatives to provide, such reasonable cooperation (including with respect to timeliness) in connection with the arrangement and marketing by Parent of the Marketing Period, would debt financing contemplated and/or described in the Financing Letters as may be reasonably expected to make requested by Parent, including (i) participation in meetings, drafting sessions and due diligence sessions, (ii) furnishing Parent and its financing sources with financial and other pertinent information regarding the timely funding Company as may be reasonably requested by Parent, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act, (iii) assisting Parent and its financing sources in the preparation of (A) offering documents for any of such debt financing and (B) materials for rating agency presentations, (iv) cooperating with the Financing marketing efforts of Parent and its financing sources for any of such debt financing, (v) facilitating the pledging of collateral, (vi) using commercially reasonable efforts to obtain accountants’ comfort letters and consents, legal opinions, surveys and title insurance as reasonably requested by Parent, and (vii) executing and delivering such credit or satisfaction loan agreements, securities purchase agreements, indentures and other collateral or similar documents requested by Parent; provided, that in the case of the conditions foregoing clause (vii), the Company and its Subsidiaries shall not be obligated to obtaining incur any of indebtedness under any such agreement or instruments until the Financing less likely to occur,Effective Time. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or its Subsidiaries in connection with such cooperation.

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties Merger Sub shall not, without the prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) of the CompanyCompany (approved by the Company Board), amend, modify or supplement (including in the definitive documents) (i) terminate any Commitment Letter, unless such Commitment Letter is replaced of the material conditions or contingencies to funding contained in a manner consistent with the following clause (ii), Financing Commitments or (ii) permit any amendment or modification to, or any waiver of any other material provision or remedy underof the Financing Commitments, or replace, in either case to the Commitment Letters if extent such amendment, modification, waiver, modification or replacement (w) supplement would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would reasonably be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) or delay the ability of Parent or Merger Sub to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby. Parent Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to (i) satisfy on a timely basis all material terms, conditions, representations and warranties applicable to Parent set forth in the Financing Commitments that are within its control; (ii) maintain in effect the Financing Commitments, negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Financing Commitments or on other terms acceptable to Parent not less favorable to Parent and Merger Sub and not in violation of this Section 6.09; (iii) consummate the Financing at the Closing; and (iv) enforce its material rights under the Financing Commitments. Parent will furnish correct and complete copies of all such definitive agreements (excluding any fee letters or ancillary documents which, by their terms, are confidential) to the Company promptly upon their execution. If any portion of the Debt Financing becomes unavailable on the terms and conditions described above, Parent shall use its reasonable best efforts to obtain alternative debt financing (the “Alternative Financing”) from alternative sources (on terms and conditions that are no less favorable to Parent than the terms and conditions as set forth in the Commitment Letter) in an amount sufficient to consummate the transactions contemplated by this Agreement Agreement. The Parent and Merger Sub shall use commercially reasonable efforts (which shall not include acceptance by Parent of the exercise by Parent's financing sources of their market flex or require Parent to borrow under the Bridge Loans (as defined in the Debt Commitment Letters)) to consummate the Financing using the consolidated unaudited financial statements of the Company for the nine months ended March 31, 2007; provided that if the Company Stockholders' Meeting is not held prior to July 31, 2007, then the Parent and Merger Sub shall have no obligation to consummate the Financing using the consolidated unaudited financial statements of the Company for the nine months ended March 31, 2007. Parent and Merger Sub shall keep the Company promptly apprised of material developments relating to the Financing, including any breach by any party or termination of the Financing Commitments or any other document relating to the Financing. (b) The Company agrees to, and shall cause the Company Subsidiaries to, and shall use its reasonable best efforts to cause its and their Representatives to, provide, such cooperation (including with respect to timeliness) in connection with the arrangement of the Financing (which for purposes of this Section 6.09 shall be deemed to include the Alternative Financing) as may be reasonably requested by Parent, including at reasonable times, locations and intervals (i) participation in a reasonable number of meetings, drafting sessions, due diligence sessions and presentations to prospective lenders and investors, (ii) furnishing, or using reasonable best efforts to cause third parties to furnish, Parent and its financing sources with financial and other pertinent business and other pertinent information, documents and materials regarding the Company and its operating segments and Company Subsidiaries as may be reasonably requested by Parent, including all opinions and consents (including audit reports) with respect to the financial statements of the Company and the Company Subsidiaries, all financial statements and other financial information required to be included in a Registration Statement on Form S-1 filed under the Securities Act (including such financial statements and information meeting the requirements of Regulation S-X and Regulation S-K under the Securities Act) and such financial statements and other financial information of type and form customarily included in offering documents used in connection with private placements under Rule 144A under the Securities Act, in each case to consummate the offering of debt securities, until such time as such financial statements, opinions and consents are no longer required to be included in such filings by the Securities Act, the Exchange Act or the likelihood rules and regulations promulgated, (iii) assisting Parent and its financing sources in the preparation of the Parent Parties doing so, or (2A) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of offering documents for any of the Financing or satisfaction and (B) materials and financial and other information for rating agency presentations, (iv) cooperating with the marketing efforts of the conditions to obtaining Parent and its financing sources for any of the Financing less (including making its senior management available to participate in “road shows”), (v) providing and executing documents as may be reasonably requested by Parent, including customary legal opinions, a certificate of the chief financial officer of the Company with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Debt Financing or Alternative Financing, provided that no obligation of the Company or any of the Company Subsidiaries under any agreement, document or pledge shall be effective until the Effective Time, (vi) facilitating the pledging of collateral (including entering into mortgages and leasehold mortgages and all other documentation reasonably required for any real property related financing, if reasonably requested) and removal of Liens, (vii) using reasonable best efforts to obtain the assistance of its accountants to provide consents for the use of their reports in materials related to the Debt Financing or Alternative Financing and comfort letters, (viii) using reasonable best efforts to obtain surveys, consents, environmental assessments and title insurance (including by providing such affidavits and non-imputation endorsements in connection therewith) as reasonably requested by Parent, (ix) providing reasonable and customary management and legal representations to the Company’s accountants and (x) forming new Company Subsidiaries in the United Kingdom and taking such other actions as Parent shall reasonably request in order to effectuate the organizational structure set forth on Exhibit C hereto or any substantially similar structure. Parent shall promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or the Company Subsidiaries in connection with such cooperation. Parent shall also indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than information provided by the Company or the Company Subsidiaries), except to the extent that such losses, damages, claims, costs or expenses, directly or indirectly, resulted from or arose out of the willful misconduct of the Company or any of the Company Subsidiaries. Nothing in this Section 6.09(b) shall require the Company or any Company Subsidiaries to provide any assistance which would interfere unreasonably with the business or operations of the Company or any Company Subsidiaries. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to execute and deliver any commitment letters, underwriting or placement agreements, pledge and security documents, or other definitive financing documents in connection with the Financing prior to Closing . Nothing herein shall obligate the Company to provide any information that would violate any obligations of confidentiality or result in a violation of Law or loss of privilege; provided, that the Company shall make appropriate substitute arrangements to cause such information to be provided, if reasonably practicable, in a manner that is not reasonably likely to occur,result in any such violations or loss of privilege.

Financing. (ai) Each After the Execution Date, Parent Party shall use its commercially reasonable best efforts to obtain, or cause determine the availability of senior debt from third party financing sources in an aggregate principal amount of up to be obtained, the proceeds of the Financing $350,000,000 on the terms and conditions described that are satisfactory to Parent in the Commitment Letters its sole discretion (including, as necessary, the “flex” provisions Third Party Financing”); provided, however, that nothing contained in the Fee Letter)this Section 6.3(b) shall require Parent to obtain Third Party Financing if such financing is not available to Parent on terms and conditions that, including using its reasonable best efforts with respect in Parent’s sole determination, are satisfactory to (i) maintaining in effect the Commitment Letters, Parent. (ii) negotiating definitive agreements with respect In the event Parent does not obtain Third Party Financing that generates aggregate net proceeds in an aggregate principal amount equal to or in excess of the Aggregate New Notes Amount, Parent shall enter into the New Loan Agreement attached as Exhibit A hereto and the other New Loan Documents at or prior to the Debt Financing (the “Definitive Agreements”) consistent with the terms Closing, and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on Parent shall take all other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties actions required thereunder to consummate the transactions contemplated hereinthereby. (iii) The Company shall, and shall cause its Subsidiaries and shall use its commercially reasonable efforts to cause its and its Subsidiaries’ representatives, attorneys, independent accountants and advisors to, at Parent’s sole cost and expense, provide such assistance and cooperation as Parent may reasonably request in order to assist Parent in determining the availability of Third Party Financing on terms satisfactory to Parent and, if Parent determines to obtain such Third Party Financing, provide such assistance and cooperation as Parent may reasonably request in order to assist Parent in obtaining and completing such Third Party Financing, including but not limited to (1) participation in meetings, drafting sessions, due diligence sessions and road shows by senior management and other appropriate employees, (2) furnishing Parent and the Third Party Financing sources and its and their attorneys, independent accountants and advisors as promptly as reasonably practicable with any pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent, (3) assisting, and requesting that their attorneys and independent accountants assist (but without preparing any separate audit or financial statements of any of the Company’s Subsidiaries), Parent and their Third Party Financing sources in the preparation of any offering documents, private placement or syndication memoranda, prospectuses and marketing materials for any portion of the Third Party Financing, (4) furnishing materials for rating agency presentations, (5) furnishing business projections and historical financial statements and assisting in the preparation of pro forma financial statements and other financial information required pursuant to Regulation S-X of the Securities Act, (6) cooperating with Parent’s efforts to satisfy the conditions precedent to the Third Party Financing to the extent within the control of the Company and its Subsidiaries (or require cooperation or action by the Company or its Subsidiaries); provided that this clause (6) does not, and shall not be deemed to, create a separate condition to Closing, (7) assisting with the preparation of pledge and security documents, other definitive documents, or other certificates, legal opinions or documents as may be reasonably requested by Parent, and (iii) taking into account 8) using commercially reasonable efforts to cause the expected timing of the Marketing PeriodCompany’s independent accountants to provide customary opinions, satisfying on a timely basis all conditions applicable to Parent consents and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, comfort letters with respect to the Debt Financing, the availability financial statements of the Equity FinancingCompany and its Subsidiaries as may be reasonably requested by Parent; provided, however, that no obligation of the Subordinated Securities FinancingCompany or any of its Subsidiaries under such agreement, certificate or document shall be effective prior to or until the MSDC Effective Time and neither the Company nor or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Third Party Financing or the Rollover Investment and, with respect prior to the Subordinated Securities FinancingEffective Time; provided, further, that nothing in this Merger Agreement shall require any such cooperation or assistance set forth in this Section 6.3(b)(iii) to the Debt Financing, extent it would interfere unreasonably with the Equity Financing, business or operations of the MSDC Financing Company or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use any of its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable)Subsidiaries. (biv) The Parent Parties shall notNotwithstanding Section 6.3(b)(iii), without (1) as soon as practicable following the prior written consent end of the Company’s fiscal year, but in any event within one hundred twenty (i120) terminate any Commitment Letter, unless days after the end of such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replacefiscal year, the Commitment Letters if Company shall cause to be prepared and delivered to Parent the audited statement of income and audited statement of cash flows for such amendmentfiscal year, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing audited balance sheet as of the Marketing Period) end of such fiscal year, and the ability of accompanying notes to financial statements for the Company, in each case on a consolidated basis, prepared in accordance with GAAP; provided, however, that if requested by Parent Parties in writing, the Company shall use commercially reasonable efforts to consummate the transactions contemplated cause such financial statements to be prepared and delivered by this Agreement or the likelihood of the an earlier date specified by Parent, in which case Parent Parties doing soshall bear any incremental costs and expenses resulting from such accelerated processes, or and (2) taking into account as soon as practicable following the expected timing end of each month (other than the last month in any fiscal year), but in any event within twenty (20) days after the end of such month, the Company shall cause to be prepared and delivered to Parent the unaudited statement of income and unaudited statement of cash flows for such month, the unaudited balance sheet as of the Marketing Periodend of such month, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,in each case on a consolidated basis, prepared in accordance with past practice.

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtain, or cause to be obtained, obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letters Letter (includingprovided that Parent may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities or otherwise amend the Commitment Letter so long as necessary, such action would not reasonably be expected to delay or prevent the “flex” provisions contained Closing and the terms are not less beneficial to Parent or the Company with respect to conditionality or amount of funding on the Closing than those in the Fee LetterCommitment Letter as in effect on the date of this Agreement), including using its reasonable best efforts with respect to (i) maintaining maintain in effect the Commitment LettersLetter, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to funding of the Financing, (iii) enter into definitive agreements with respect thereto and (iv) comply with its obligations, and enforcing its rights, under the Commitment Letter. Parent and shall provide the Company prompt written notice of any material breach by any party to the Commitment Letter (or commitments for any alternative financing obtained in accordance with this Section 6.5) of which Parent becomes aware or any termination of the Commitment Letter (or commitments for any alternative financing obtained in accordance with this Section 6.5). Parent shall, upon request of the Company from time to time, inform the Company in reasonable detail of the status of its Subsidiaries efforts to obtaining arrange the Financing that are within the Parent Parties’ control(or alternative financing obtained in accordance with this Section 6.5). In the event that all conditions contained Parent becomes aware that any portion of the Financing is unavailable in the Debt manner or from the sources contemplated in the Commitment Letter and the Securities Purchase Agreement (other thanLetter, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding Parent will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause obtain alternative financing for such portion from alternative sources. Parent shall not agree to nor permit any amendment, modification or waiver (other than a waiver of a condition to the Lenders and Financing) of the Subordinated Securities Purchaser Commitment Letter, any other agreement, arrangement or understanding relating to fund the Debt Financing and or the Subordinated Securities Financing, as applicable (including by seeking through litigation definitive agreements relating to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and that is materially adverse to Parent or the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, Company without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, compliance by Parent with this Section 6.5 shall not relieve Parent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties its obligation to consummate the transactions contemplated by this Agreement Agreement, whether or not the likelihood Financing is available. (b) The Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to provide, at Parent’s sole cost and expense, (and cause its Representatives to provide) such reasonable cooperation in connection with the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any arrangement and syndication of the Financing or satisfaction as may be reasonably requested by Parent (provided that such cooperation does not unreasonably interfere with the operations of the conditions Company and its Subsidiaries). Such reasonable cooperation in connection with the Financing shall include, without limitation, (i) participating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with prospective lenders, investors and rating agencies; (ii) assisting with the preparation of materials for rating agency presentations, bank information memoranda and similar documents required in connection with the Financing, including execution and delivery of customary representation letters in connection with bank information memoranda; (iii) providing reasonable and timely assistance with the preparation of business projections, pro forma financial information and similar information and materials; (iv) furnishing Parent and its financing sources with (A) the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2009, and the notes and schedules thereto, no later than 60 days prior to the Closing Date, (B) the unaudited consolidated financial statements of the Company for any subsequent quarterly period ended no less than 45 days prior to the Closing Date, and the unaudited consolidated financial statements for the same period of the prior fiscal year, no later than 45 days after the end of the relevant fiscal quarter and (C) all financial information related to the Company reasonably requested by Parent and reasonably necessary for Parent to produce the pro forma financial statements required to be delivered pursuant to the Commitment Letter or any alternative financing; (v) using commercially reasonable efforts to effect the timely delivery of drafts of customary comfort (including “negative assurance” comfort) letters by the auditor of the Company which such auditor is prepared to issue upon completion of customary procedures; (vi) using commercially reasonable efforts to assist Parent to obtain customary legal opinions, appraisals, surveys, title insurance and other documentation and items relating to real estate collateral under the Financing as reasonably requested by Parent and, if requested by Parent, to cooperate with and assist Parent in obtaining such documentation and items; (vii) providing reasonable and customary management and legal representations to auditors; (viii) executing and delivering, as of the Effective Time, any pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents, as may be reasonably requested by Parent (including consents of accountants for use of their reports in any materials relating to the Financing) and otherwise reasonably facilitating the pledging of collateral; and (ix) not commencing or effecting any offering, placement or arrangement of any debt securities or bank financing (or permitting any such offering, placement or arrangement by the Company to occur on its behalf); provided that (i) the Company shall not be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or other obligation in connection with the Financing prior to the Closing and (ii) no Person that is a director of the Company or any of its Subsidiaries shall be required to take any action in such capacity with respect to the Financing (or any alternative financing) prior to the Closing; provided , further , that the Company shall cooperate with Parent, if requested by Parent, to appoint Parent’s designees to the Board of Directors or similar governing bodies of the Subsidiaries of the Company, as of the Closing Date, for the purpose of taking corporate action related to the Financing as of the Closing. Without limiting the foregoing, the Company shall provide to Parent all reasonably available information relating to the Company reasonably requested by Parent and reasonably necessary for the preparation of (A) a customary confidential offering memorandum with respect to the syndication of the credit facilities contemplated by the Commitment Letter, and (B) a complete customary preliminary offering memorandum relating to the issuance of the securities contemplated by the Commitment Letter. Parent shall indemnify and hold harmless the Company, its Subsidiaries and Representatives from and against any and all losses, costs, damages, liabilities and expenses incurred by any of them in connection with the arrangement of the Financing less likely (or any alternative financing) and the utilization of any information in connection therewith and all other actions taken by the Company, its Subsidiaries and their Representatives pursuant to occur,this Section 6.5(b). Parent shall, from time to time, reimburse the Company for any and all reasonable out-of-pocket expense incurred by the Company and its Subsidiaries in connection with its compliance with this Section 6.5(b), promptly upon receipt of the Company’s written request therefor.

Financing. (a) Each Buyer Parent Party shall use use, and shall cause its Affiliates to use, reasonable best efforts endeavors to obtaintake, or cause to be obtainedtaken, the proceeds of all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and subject only to the conditions described (including the “market flex” provisions) set forth in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter)Financing Commitments, including using its reasonable best efforts with respect endeavors to (i) maintaining maintain in effect and comply in all material respects with the Commitment LettersFinancing Commitments, (ii) negotiating promptly negotiate and enter into any applicable definitive agreements with respect to the Debt Financing on the terms and subject only to the conditions (including the “Definitive Agreements”market flex provisions) consistent with set forth in the Financing Commitments (or on terms not materially less favorable to Buyer Parent than the terms and conditions contained therein (including, as necessary, the including “market flex” provisions contained provisions) set forth in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including Financing Commitments with respect to timing, taking into account the expected timing conditionality of the Marketing Period) the ability funding of the Parent Parties to consummate Financing on the transactions contemplated hereinClosing Date), and (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy (and cause its Affiliates to satisfy) on a timely basis all conditions applicable to Buyer Parent and its Subsidiaries to obtaining Affiliates in the Financing Commitments and the definitive agreements relating to the Financing, (iv) consummate the Financing at or prior to the Closing, including using Buyer Parent’s (and causing its Affiliates to use) reasonable endeavors (which shall include taking all actions reasonably within its control, including borrowing, notwithstanding the fact that “market flex” provisions under the Financing Commitments are within the Parent Parties’ control. In the event that all conditions contained in exercised) to cause the Debt Commitment Letter Financing Sources and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser Persons committing to fund the Debt Financing to fund the Financing at the Closing, and (v) comply with Buyer Parent’s covenants and other obligations under, and ensure the accuracy of the warranties of Buyer Parent or its Affiliates set forth in the Financing Commitments and the Subordinated Securities definitive agreements relating to the Financing where a failure to so comply would reasonably be expected to delay or prevent or materially make less likely to occur the funding of the Financing (or satisfaction of the conditions to the Financing, as applicable (including by seeking through litigation ) on the Closing Date. Buyer Parent shall not prior to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall notClosing Date, without the prior written consent of Seller Parent, agree to or permit any termination of or amendment or modification to be made to, or grant any waiver of any provision under, the CompanyFinancing Commitments or the definitive agreements relating to the Financing (provided, (i) terminate for the avoidance of doubt the existence or exercise of any Commitment Letter, unless such Commitment Letter is replaced “market flex” provisions contained in a manner consistent any fee letter in connection with the following clause Debt Financing Commitments shall not constitute an amendment, supplement or modification of the Debt Financing Commitments) if such termination, amendment, modification or waiver would (iiA) (1) reduce (or could have the effect of reducing) the aggregate amount of the Financing or (2) reduce the amount of the Debt Financing unless, in the case of each of clauses (A)(1) and (A)(2), after giving effect thereto, the warranties set forth in Section 3.07(a) shall be true and correct (taking into account any corresponding increase in the Equity Financing Commitment), or (iiB) permit impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any amendment or modification toof the conditions to the Financing, or otherwise expand, amend or modify any waiver other provision of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would reasonably be reasonably expected to adversely affect (including with respect delay or prevent or make materially less likely to timing, taking into account occur the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing (or satisfaction of the conditions to obtaining the Financing) on the Closing Date. Buyer Parent shall promptly deliver to Seller Parent copies of any amendment, modification or waiver to or under any Financing Commitment or the definitive agreements relating to the Financing of the Transaction. Buyer Parent will fully pay, or cause to be paid, all commitment and other fees under or arising pursuant to the Debt Financing Commitment as and when they become due. (b) Buyer Parent shall give Seller Parent prompt written notice of (i) any actual or potential breach, default, termination or repudiation by any party to any Financing Commitment or definitive documents related to the Financing of which Buyer Parent becomes aware, (ii) the receipt of any written notice or other written communication from any Financing Source with respect to any (A) actual or potential breach, default, termination or repudiation by any party to any Financing Commitment or any definitive document related to the Financing of any provisions of the Financing Commitments or any definitive document related to the Financing or (B) material dispute or disagreement between or among any parties to any Financing Commitment or any definitive document related to the Financing and (iii) the occurrence of an event or development, which in the case of each of (i), (ii) or (iii) above, would reasonably be expected to delay or prevent or materially make less likely to occur,occur the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date. If any portion of the Debt Financing becomes unavailable (excluding any fee arrangements), or if Buyer Parent becomes aware of any event or circumstance that would reasonably be expected to make any portion of the Debt Financing unavailable to fund the Transactions on the Closing Date, Buyer Parent shall (i) promptly notify Seller Parent in writing and (ii) use reasonable endeavors to arrange and obtain in replacement thereof, and negotiate and enter into definitive agreements with respect to, alternative financing from alternative sources in an amount sufficient to consummate the Transactions on terms and conditions (including market flex provisions) not materially less favorable to Buyer Parent (or its Affiliates) than the terms and conditions set forth in the Debt Financing Commitment with respect to the funding of the Financing on the Closing Date, as promptly as practicable following the occurrence of such event (but not later than the date Buyer Parent is required to consummate the Closing in accordance with this Agreement); provided that the failure to obtain alternative financing shall not relieve Buyer Parent of any obligations hereunder. Notwithstanding the other provisions of this Section 5.16, Seller Parent acknowledges that Buyer Parent or its Affiliates is entitled to, at its discretion, replace all or part of the Debt Financing Commitments, and negotiate and enter into definitive agreements with respect to alternative financing from alternative sources in an amount sufficient to consummate the Transactions on terms and conditions (including market flex provisions) not materially less favorable to Buyer Parent or its Affiliates than the terms and conditions set forth in the Debt Financing Commitment with respect to the conditionality of the funding of the financing on the Closing Date. Buyer Parent shall

Financing. (a) Each Parent Party of Buyer, Intermediate Holdings and Merger Sub shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing concurrently with the Closing on the terms and conditions described in the Debt Commitment Letters Letter (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Lettersobtain any necessary rating agency ratings, (ii) negotiating definitive agreements with respect to maintain in effect the Debt Financing Commitments (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated hereinat no additional cost or expense to, and with no adverse effect on, Buyer, Intermediate Holdings or Merger Sub), (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to Parent Buyer, Intermediate Holdings and its Subsidiaries Merger Sub to obtaining obtain the Debt Financing (including by consummating the financing contemplated by the Equity Commitment Letter) that are within their control and comply with the Parent Parties’ obligations thereunder, (iv) negotiate definitive agreements with respect to the Debt Commitment Letter on terms and conditions contained therein (including any “flex” provisions) or on terms no less favorable to Intermediate Holdings (unless otherwise agreed by Intermediate Holdings in its sole discretion) (the “Definitive Financing Agreements”) and upon the execution thereof, deliver a copy to the Company, (v) seek to enforce its rights under the Debt Commitment Letter and the Definitive Financing Agreements in the event of a breach by the Financing Parties that materially impedes or materially delays the Closing, including by seeking specific performance against the parties thereto, and (vi) with respect to any replacement commitments, satisfy on a timely basis all conditions applicable to Intermediate Holdings and Merger Sub in such definitive agreements that are within their control. Buyer and Intermediate Holdings shall keep Company reasonably informed of material developments in respect of the financing contemplated by the Commitments to which it is a party in accordance with this Section 6.3. In furtherance of the provisions of this Section 6.3, the Debt Commitment Letter may be amended or superseded without the prior consent of Company to replace or add one or more lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Commitment Letter as of the date hereof, or otherwise, provided, that in no event shall the Debt Commitment Letter be amended or superseded in a manner that would (i) expand in any way that is adverse to the Company the conditions to the Debt Financing set forth in the Debt Commitment Letter; (ii) reasonably be expected to prevent or materially delay the Closing; or (iii) reduce the aggregate amount of Debt Financing set forth in the Debt Commitment Letter (unless, in the case of this clause (iii), replaced with an amount of new equity financing on terms no less favorable to Buyer than the terms set forth in the Equity Commitment Letter). In the event that all conditions contained to the Commitments (other than in connection with the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt FinancingLetter, the availability of or funding pursuant to the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover InvestmentCommitment Letter) have been satisfied (or upon funding will be satisfied), each Parent Party of Buyer and Intermediate Holdings shall use its reasonable best efforts to timely cause the Lenders lenders and other persons providing the Subordinated Securities Purchaser Commitments to fund the Debt Financing and financing required to consummate the Subordinated Securities Financing, as applicable Merger on the Closing Date (including by seeking through litigation specific performance to enforce its rights cause such lenders and other persons to fund such financing) if all conditions to closing contained in Article VII are satisfied or waived (other than those conditions that (A) by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions and (B) are not satisfied solely as a result of a breach by Buyer, Intermediate Holdings or Merger Sub of their respective obligations under this Agreement). Buyer and Intermediate Holdings shall give Company prompt notice of any material breach by any party of the Commitments to which it is a party, any termination of any of the Commitments to which it is a party, and any condition to the Commitments to which it is a party not likely to be satisfied, in each case, to the extent it becomes aware of such material breach, termination or condition. If any portion of the Debt Financing Commitment Letter becomes unavailable on the terms and Definitive Agreements and conditions (including the Securities Purchase Agreement, as applicable). (bflex provisions) The Parent Parties shall not, without set forth in the prior written consent of the Company, (i) terminate any Debt Commitment Letter, unless such Commitment Letter is replaced Buyer and Intermediate Holdings shall use its reasonable best efforts to arrange alternative financing from alternative sources in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties an amount sufficient to consummate the transactions contemplated by this Agreement on terms and conditions no less favorable to Intermediate Holdings or Merger Sub (as determined in the likelihood reasonable judgment of Intermediate Holdings) than those set forth in the Parent Parties doing soDebt Commitment Letter (including the flex provisions) as promptly as practicable following the occurrence of such event, or (2) taking into account but in no event later than the expected timing last day of the Marketing Period. For the avoidance of doubt, would be reasonably expected to make the timely funding of any obtaining of the Financing financing provided for by the Commitments, or satisfaction any alternative financing, is not a condition to Closing. Notwithstanding anything herein to the contrary, in no event shall Buyer, Intermediate Holdings or any Affiliate thereof be required to provide any additional equity financing in excess of the conditions amount expressly set forth in the Equity Commitment Letter. Notwithstanding anything herein to obtaining the contrary, in no event shall Buyer, Intermediate Holdings or Merger Sub be required pursuant to this Agreement to agree to pay to the lenders, and the other Persons providing the financing set forth in the Debt Commitment Letter, any of additional fees or to increase any interest rates applicable to the Financing less likely Debt Commitment Letter (other than pursuant to occur,the “flex” provisions therein, if any) or agree to enter into any financial or other material covenants or agreements on terms not otherwise expressly set forth in

Financing. (a) Each Parent Party shall use its commercially reasonable best efforts to obtain, or cause to be obtained, the proceeds of obtain the Financing on the terms Closing Date including by using its commercially reasonable efforts to deliver all documents and instruments available to Parent within its control to produce as reasonably necessary to satisfy the conditions described set forth in the Debt Commitment Letters (including, as necessary, Letter and otherwise seeking to cause the “flex” provisions contained conditions set forth in the Fee Letter)Debt Commitment Letter within its control to be fulfilled in accordance with its terms; provided, including using its reasonable best efforts with respect to that this covenant shall not (i) maintaining in effect apply to any conditions to the Commitment Lettersextent within the control of the Company, or (ii) negotiating definitive agreements require Parent or any of its Affiliates to commence any litigation or other Action against any of its Financing Sources in connection with the Debt Commitment Letter, the Financing, this Agreement or the transactions contemplated hereby. From the date hereof until the Closing Date, Parent shall notify the Company of any actual or threatened breach or default by any party with respect to the Financing that would result or would reasonably be likely to result in all or a portion of the Financing necessary to consummate the transactions contemplated hereby not being available to Parent at Closing. (b) If at any time it becomes likely (as determined in the reasonable judgment of Parent) that Parent will be unable for any reason to consummate the Financing contemplated by the Debt Financing Commitment Letter, Parent shall use its commercially reasonable efforts to seek alternative financing (the “Definitive AgreementsAlternative Financing”) consistent with and, for the purposes of this Agreement, all references to the Financing shall be deemed to include such Alternative Financing, all references to the Debt Commitment Letter shall include the applicable documents for the Alternative Financing and all references to the Financing Source shall include the Persons providing or arranging the Alternative Financing; provided, that Parent shall be under no obligation to seek such Alternative Financing unless such Financing can be obtained on terms which are not materially less favorable to Parent and its Affiliates than the terms of the Debt Commitment Letter (as determined in the reasonable judgment of Parent). (c) Parent and Merger Sub shall use their commercially reasonable efforts to maintain in effect the Debt Commitment on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on or negotiate other terms that are acceptable to Parent and would not adversely affect reasonably be expected to materially delay or prevent the Closing (including with respect it being understood and agreed that Parent may amend, restate, modify, supplement or replace the Debt Commitment Letter to timingadd and appoint additional arrangers, taking into account bookrunners, underwriters, agents, lenders and similar entities, to provide for the expected timing assignment and reallocation of a portion of the Marketing PeriodFinancing commitments contained therein and to grant customary approval rights to such additional arrangers and other entities in connection with such appointments). In addition, Parent may replace one or more facilities contemplated by the Debt Commitment Letter with one or more new facilities (the “New Debt Commitment”); provided, that the New Debt Commitment shall not (i) amend the ability of the Parent Parties conditions to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained set forth in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with that would reasonably be expected to materially delay or prevent the following Closing or (ii) reduce the aggregate amount of available Financing (unless, in the case of this clause (ii), such amount is replaced with any equity financing or (ii) permit any amendment one or modification to, or any waiver of any material provision or remedy under, or replacemore debt facilities pursuant to the New Debt Commitment). From and after each such event, the term “Debt Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add Letter” as used herein shall be deemed to mean any new condition Debt Commitment Letter to the Financing Commitments (or modify any existing condition extent that it is not so superseded at the time in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,question and each New Debt Commitment.

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtain, or cause to be obtained, arrange the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Lettersnegotiate definitive agreements with respect thereto on terms and conditions contained therein, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis satisfy all conditions applicable to Parent and its Subsidiaries to obtaining the Financing and/or Acquisition Sub in such definitive agreements that are within their control and (iii) subject to Section 6.10(b), prepare any pro forma financial statements and other financial information (other than the Parent Parties’ controlRequired Information) necessary for the preparation of a customary confidential information memorandum for senior secured term loan financings, including all historical audited and unaudited financial information (including pro forma financial information) or financial information otherwise reasonably requested by the Financing Sources. In the event that all any portion of the Debt Financing becomes unavailable on the terms and conditions contained contemplated in the Debt Commitment Letter and the Securities Purchase Agreement (other thanLetter, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Parent (as determined in the Lenders and reasonable judgment of Parent) as promptly as practicable following the Subordinated Securities Purchaser occurrence of such event. Parent shall give the Company prompt written notice of any material breach by any party of the Debt Commitment Letter or any termination of the Debt Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to fund arrange the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, or replacethe Debt Commitment Letter without first consulting with the Company or, the Commitment Letters if such amendment, modification, waiver, amendment would or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect materially delay Parent’s ability to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). For the avoidance of doubt, if the Debt Financing (or any alternative financing) has not been obtained, Parent and Acquisition Sub shall continue to be obligated to consummate the Merger on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 of this Agreement and to Parent’s rights under Section 8.01, regardless of whether Parent and Acquisition Sub have complied with all of their other obligations under this Agreement (including their obligations under this Section 6.10). (b) On or prior to the Closing Date, the Company shall use its reasonable best efforts to provide to Parent and Acquisition Sub, and shall cause each of its Subsidiaries to use its reasonable best efforts to provide, and shall use its reasonable best efforts to direct its Representatives, including legal and accounting, to provide, in each case at Parent’s sole expense, all cooperation reasonably requested by Parent that is customary in connection with the arrangement of the Debt Financing or any permitted replacement, amended, modified or alternative financing (collectively with the Financing, the “Available Financing” it being understood that for purposes of this Section 6.10, for the avoidance of doubt, Available Financing shall include any offering of debt securities or incurrence of loans) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries (it being understood and agreed that the actions enumerated in the immediate succeeding sentence are customary in connection with the arrangement of the Available Financing); provided, further, that neither the Company nor any of its Subsidiaries shall be required to commit to enter into any definitive agreement related to any proposed Debt Financing that is not contingent upon the Closing or that would be effective at or prior to the Effective Time and neither the Company Board nor any of the boards of directors of the Company’s Subsidiaries (or equivalent bodies) shall be required to approve any Debt Financing or agreements related thereto at or prior to the Effective Time. Such cooperation shall include, but not be limited to, using reasonable best efforts to, and subject to Section 6.10(a): (i) furnish, as promptly as reasonably practicable following Parent’s request, with such pertinent and customary information, regarding the Company and its Subsidiaries as may be reasonably requested in writing by Parent to obtain the Available Financing and with such other information regarding the Company and its Subsidiaries (including information to be used in the preparation of one or more information packages regarding the business, operations, financial projections and prospects of the Company and its Subsidiaries) as is customary for the arrangement or marketing of the Available Financing to assist in preparation of customary offering or information documents or rating agency or lender presentations relating to the Available Financing; (ii) furnish all financial statements and other financial data and financial information of the Company and its Subsidiaries for completed fiscal periods reasonably requested by Parent, other than, for the avoidance of doubt, pro forma financial information (the information, financial statements, and other financial data and financial information referred to in clause “(i)” and “(ii)” above shall mean the “Required Information”); (iii) assist Parent in connection with Parent’s preparation of pro forma financial statements or reports; (iv) participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers, bookrunners or agents for, and prospective lenders and purchasers of, the Available Financing and senior management and Representatives, with appropriate seniority and expertise, of the Company), presentations and sessions with rating agencies in connection with the Available Financing; (v) assist with the preparation of materials for rating agency presentations, bank information memoranda, and similar documents required in connection with the Available Financing; (vi) obtain surveys and title insurance, legal opinions and insurance certificates (including customary endorsements) reasonably requested by Parent; (vii) take all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Available Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately after the Effective Time; (viii) execute and deliver any customary pledge and security documents (subject to occurrence of the Effective Time), closing certificates and documents as may be reasonably requested by Parent (including delivery of a solvency certificate of the chief financial officer of the Company in the form contemplated by the Debt Commitment Letter (as in effect on the date hereof)); (ix) direct accountants to consent to the use of their reports in any material relating to the Available Financing; (x) assist in (A) the negotiation, preparation and execution of one or more credit agreements, indentures, purchase agreements, currency or interest hedging agreements and/or (B) the amendment of any of the Company’s or its Subsidiaries’ currency or interest hedging agreements, in each case, on terms that are reasonably requested by Parent in connection with the Available Financing; provided that no obligation of the Company or any of its Subsidiaries under any such agreements or amendments shall be effective until the occurrence of the Effective Time; (xi) provide customary authorization letters with respect to timingthe Required Information; (xii) arrange for customary payoff letters, taking into account lien terminations and instruments of discharge to be delivered at Closing providing for the expected timing payoff, discharge and termination on the Closing Date of all indebtedness contemplated by this Agreement to be paid off, discharged and terminated on the Closing Date: (xiii) assisting Parent in obtaining corporate and facilities ratings for the Debt Financing; and (xiv) as soon as practicable, furnish written notice to Parent and Acquisition Sub if the Company shall have Knowledge of (A) any facts as a result of which a restatement of any financial statements for such financial statements to comply with GAAP is probable or (B) that the Required Information ceases to be Compliant; and (xv) provide, at least four (4) Business Days prior to the Closing Date, all documentation and other information with respect to the Company and its Subsidiaries that are required by regulatory authorities under the applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act of 2001, and requested by Parent at least nine (9) Business Days prior to the Closing Date; provided, however, that, no obligation of the Marketing PeriodCompany or any of its Subsidiaries under any agreement, certificate, document or instrument (other than the authorization letters referred to above) shall be effective until the occurrence of the Effective Time, and, none of the Company or any of its Subsidiaries or Representatives shall be required to pay any commitment or other fee or incur any other liability in connection with the Available Financing prior to the Effective Time. (c) Each of Parent and Acquisition Sub acknowledges and agrees that (i) the ability consummation of the Parent Parties Merger shall not be conditioned on the obtaining of (or the failure to obtain) the Debt Financing and, (ii) prior to any termination of this Agreement pursuant to Section 8.01, they shall continue to be obligated to consummate the transactions contemplated by this Agreement or the likelihood irrespective and independently of the Parent Parties doing so, or (2) taking into account the expected timing availability of the Marketing PeriodDebt Financing, would subject to the requirements of Section 2.03 and the conditions set forth in Section 7.01 and Section 7.02. (d) None of the Company or any of its Subsidiaries shall be reasonably expected required to make the timely funding of provide any indemnity in connection with any Debt Financing or any of the foregoing prior to the Effective Time. The Company will be in compliance in all material respects with the condition set forth in Section 7.02(b) as it relates to Section 6.10, unless (i) the Company has breached its obligations under this Section 6.10 in any material respect, (ii) Parent has provided to the Company written notice of such breach and (iii) and the Company fails to cure such breach by the earlier of eight (8) Business Days after such notice is provided or the Termination Date. Parent shall, promptly upon request by the Company, reimburse the Company for all documented and reasonable out-of-pocket costs incurred by the Company or any of its Subsidiaries in connection with such cooperation under this Section 6.10. Except as a result of gross negligence, fraud or willful misconduct by the Company, its Subsidiaries or, to the extent acting on their behalf, their respective Representatives, Parent shall indemnify and hold harmless the Company, the its Subsidiaries and their Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with any Debt Financing (including any action taken in accordance with this Section 6.10) and any information utilized in connection therewith (other than information provided by the Company or satisfaction its Subsidiaries). (e) The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Available Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the conditions to obtaining Company or any of its Subsidiaries. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.10 and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing less likely and any information used in connection therewith, except with respect to occur,any information provided by the Company or any of its Subsidiaries, except to the extent such losses, damages, claims, costs or expenses arise out of or result from (i) information provided by or on behalf of the Company, its Subsidiaries or their respective Representatives and/or (ii) gross negligence, fraud or willful misconduct by the Company, its Subsidiaries or their respective Representatives, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Financing. (a) Each Parent Party Buyer shall use its commercially reasonable best efforts to obtain, or cause to be obtained, obtain the proceeds of the Debt Financing on the terms and conditions described set forth in the Debt Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its commercially reasonable best efforts with respect to to: (i) maintaining in effect enter into definitive agreements regarding the Commitment Letters, Debt Financing; (ii) negotiating timely satisfy (or obtain a waiver of) all conditions in such definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, within Buyer’s control; and (iii) taking into account consummate the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Debt Financing that are within the Parent Parties’ control. In the event that all conditions contained in contemplated by the Debt Commitment Letter and at the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party Closing. Buyer shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce promptly its rights under the Debt Financing Commitment Letter and Definitive Agreements and Letter. Without the Securities Purchase Agreementprior written consent of Seller, as applicable). (b) The Parent Parties Buyer shall not, and shall not permit any of its Affiliates to, take or fail to take any action or enter into any transaction that could reasonably be expected to materially impair, delay or prevent consummation of the Debt Financing contemplated by the Debt Commitment Letter. In the event any portion of the Debt Financing expires or is terminated or otherwise becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Buyer shall notify Seller promptly (and in any event within two Business Days) in writing of such unavailability and the reasons therefor and shall thereafter use its commercially reasonable efforts to obtain alternative financing (“Alternative Financing”), including from alternative sources on terms no less favorable to Buyer than those set forth in the Debt Commitment Letter, as promptly as practicable following the occurrence of such event. Buyer shall keep Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing or any Alternative Financing and shall not permit any material amendment or material modification to be made to any Debt Commitment Letter without the prior written consent of Seller. Buyer shall provide prompt notice to Seller upon receiving the CompanyDebt Financing or any Alternative Financing and shall furnish to Seller correct and complete copies of the definitive agreements with respect thereto upon their execution. (b) Buyer shall cause the Equity Financing to be obtained, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent shall proceed with the following clause (ii), or (ii) transactions contemplated by the Equity Commitment Letters and shall promptly enforce its rights under the Equity Commitment Letters. Buyer shall not permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse be made to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing Equity Commitment Letters without the prior written consent of Seller if such amendment or satisfaction modification would reasonably be expected to delay or prevent the Closing or make the funding of the conditions to obtaining any of the Equity Financing less likely to occur,. (c) Seller shall cause the Acquired Companies to cooperate in connection with the arrangement of the Debt Financing as Buyer may reasonably request, including by (i) participating in meetings (including lender meetings), presentations, due diligence and drafting sessions; (ii) assisting with the preparation of materials for presentations, offering documents, private placement memoranda, bank information memoranda and similar documents required in connection with the Financing; (iii) furnishing Buyer and its financing sources financial and other pertinent information regarding the Acquired Companies as Buyer may reasonably request to consummate the offerings of debt securities contemplated by the Debt Financing; (iv) requesting of the appropriate Person, and using their good faith efforts to obtain, such accountant’s letters, legal opinions, and similar assurances as Buyer may reasonably request; (v) cooperating with, in accordance with and subject to the limitations contained in Section 5.2, prospective lenders involved in the Debt Financing to provide access to the Acquired Companies’ assets, cash management and accounting systems; and (vi) otherwise reasonably cooperating in Buyer’s efforts to obtain the Financing (including requesting of the appropriate Persons, and using their good faith efforts to obtain, customary officers’ certificates and other similar documents as Buyer may reasonably request and facilitating the pledge of, and granting of security interests in, the equity interests and assets of the Acquired Companies after the Closing); provided that the Acquired Companies shall not be required to provide cooperation under this Section 5.14(b) that: (A) unreasonably interferes with the ongoing business of the Acquired Companies or is unlawful; (B) is reasonably likely to cause any representation, warranty or other covenant in this Agreement to be breached; (C) is reasonably likely to cause any closing condition set forth in Article VI to fail to be satisfied or otherwise to cause the breach of this Agreement or any Contract to which an Acquired Company is a party; or (D) is reasonably likely to cause Seller or its Affiliates to incur any material liability.

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of obtain the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter)Financing Commitments, including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating to negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee LetterFinancing Commitments, (ii) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to Parent and in such definitive agreements, (iii) to comply with its Subsidiaries to obtaining obligations under the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter Commitments and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investmentiv) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Financing Commitments (it being understood that receipt of such Financing is not a condition to Parent’s and Merger Sub’s obligations to effect the Merger). Parent shall give the Company prompt notice upon becoming aware of any material breach by any party of the Financing Commitments or any termination of the Financing Commitments. Parent shall keep the Company informed on a timely basis and in reasonable detail of the status of its efforts to arrange the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, or replace, the Debt Commitment Letters Letter if such amendment, modification, waiverwaiver or remedy reduces the aggregate amount of the Financing, or replacement (w) would (1) add any new condition adversely amends the conditions to the drawdown of the Financing Commitments (or modify any existing condition in a manner is adverse to Parent) the interests of the Company in any other material respect. In the event that Parent becomes aware of any event or otherwise circumstance that would be reasonably expected makes procurement of any portion of the Financing unlikely to adversely affect (including occur in the manner or from the sources contemplated in the Financing Commitments, Parent shall promptly, and in any event within 24 hours, notify the Company and shall use its reasonable best efforts to arrange any such portion from alternative sources with respect terms and conditions no less favorable, from the standpoint of the Company, Parent and the Surviving Corporation than the terms and conditions relating to timingthe portion of the Financing being replaced, taking into account no later than the expected timing last day of the Marketing Period. For the avoidance of doubt, in the event that (x) all or any portion of the Debt Financing has not been consummated, (y) all conditions contained in Article VI (other than those contained in Section 6.2(c) and Section 6.3(c) and other than such other conditions that, by their own terms, cannot be satisfied until the Closing) shall have been satisfied or waived and (z) the ability of the Parent Parties to consummate the transactions bridge facilities contemplated by this Agreement or the likelihood Debt Commitment Letter and the proceeds thereof are available, then Parent and Merger Sub shall cause the proceeds of such bridge financing to be used to replace such Debt Financing at the Parent Parties doing so, or (2) taking into account the expected timing of the Closing. “Marketing Period” shall mean the first period of thirty (30) consecutive business days throughout which the Required Financial Information set forth in Section 5.1 l(b) has been delivered and is Compliant and throughout which all conditions to Closing set forth in Section 6.1 and Section 6.3 (other than conditions that, would by their own terms, cannot be reasonably expected satisfied until the Closing) shall be and remain satisfied; provided, that (i) the business days between and including August 17, 2007 and September 3, 2007, (ii) the business days between and including November 21, 2007 and November 25, 2007 and (iii) the business days between and including December 19, 2007 and January 1, 2008 shall be not be included in such thirty (30)-consecutive business day period but such business days shall not be deemed to make the timely funding business days before and after such periods non-consecutive, provided that at least the final twenty-five (25) business days of any of such thirty (30)-consecutive business day period is consecutive without giving effect to the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,exclusions set forth in this proviso.

Financing. (a) Each Parent Party of Buyer, Intermediate Holdings and Merger Sub shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing concurrently with the Closing on the terms and conditions described in the Debt Commitment Letters Letter (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Lettersobtain any necessary rating agency ratings, (ii) negotiating definitive agreements with respect to maintain in effect the Debt Financing Commitments (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated hereinat no additional cost or expense to, and with no adverse effect on, Buyer, Intermediate Holdings or Merger Sub), (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to Parent Buyer, Intermediate Holdings and its Subsidiaries Merger Sub to obtaining obtain the Debt Financing (including by consummating the financing contemplated by the Equity Commitment Letter) that are within their control and comply with the Parent Parties’ obligations thereunder, (iv) negotiate definitive agreements with respect to the Debt Commitment Letter on terms and conditions contained therein (including any “flex” provisions) or on terms no less favorable to Intermediate Holdings (unless otherwise agreed by Intermediate Holdings in its sole discretion) (the “Definitive Financing Agreements”) and upon the execution thereof, deliver a copy to the Company, (v) seek to enforce its rights under the Debt Commitment Letter and the Definitive Financing Agreements in the event of a breach by the Financing Parties that materially impedes or materially delays the Closing, including by seeking specific performance against the parties thereto, and (vi) with respect to any replacement commitments, satisfy on a timely basis all conditions applicable to Intermediate Holdings and Merger Sub in such definitive agreements that are within their control. Buyer and Intermediate Holdings shall keep Company reasonably informed of material developments in respect of the financing contemplated by the Commitments to which it is a party in accordance with this Section 6.3. In furtherance of the provisions of this Section 6.3, the Debt Commitment Letter may be amended or superseded without the prior consent of Company to replace or add one or more lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Commitment Letter as of the date hereof, or otherwise, provided, that in no event shall the Debt Commitment Letter be amended or superseded in a manner that would (i) expand in any way that is adverse to the Company the conditions to the Debt Financing set forth in the Debt Commitment Letter; (ii) reasonably be expected to prevent or materially delay the Closing; or (iii) reduce the aggregate amount of Debt Financing set forth in the Debt Commitment Letter (unless, in the case of this clause (iii), replaced with an amount of new equity financing on terms no less favorable to Buyer than the terms set forth in the Equity Commitment Letter). In the event that all conditions contained to the Commitments (other than in connection with the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt FinancingLetter, the availability of or funding pursuant to the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover InvestmentCommitment Letter) have been satisfied (or upon funding will be satisfied), each Parent Party of Buyer and Intermediate Holdings shall use its reasonable best efforts to timely cause the Lenders lenders and other persons providing the Subordinated Securities Purchaser Commitments to fund the Debt Financing and financing required to consummate the Subordinated Securities Financing, as applicable Merger on the Closing Date (including by seeking through litigation specific performance to enforce its rights cause such lenders and other persons to fund such financing) if all conditions to closing contained in Article VII are satisfied or waived (other than those conditions that (A) by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions and (B) are not satisfied solely as a result of a breach by Buyer, Intermediate Holdings or Merger Sub of their respective obligations under this Agreement). Buyer and Intermediate Holdings shall give Company prompt notice of any material breach by any party of the Commitments to which it is a party, any termination of any of the Commitments to which it is a party, and any condition to the Commitments to which it is a party not likely to be satisfied, in each case, to the extent it becomes aware of such material breach, termination or condition. If any portion of the Debt Financing Commitment Letter becomes unavailable on the terms and Definitive Agreements and conditions (including the Securities Purchase Agreement, as applicable). (bflex provisions) The Parent Parties shall not, without set forth in the prior written consent of the Company, (i) terminate any Debt Commitment Letter, unless such Commitment Letter is replaced Buyer and Intermediate Holdings shall use its reasonable best efforts to arrange alternative financing from alternative sources in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties an amount sufficient to consummate the transactions contemplated by this Agreement on terms and conditions no less favorable to Intermediate Holdings or Merger Sub (as determined in the likelihood reasonable judgment of Intermediate Holdings) than those set forth in the Debt Commitment Letter (including the flex provisions) as promptly as practicable following the occurrence of such event, but in no event later than the last day of the Parent Parties doing soMarketing Period. For the avoidance of doubt, the obtaining of the financing provided for by the Commitments, or any alternative financing, is not a condition to Closing. Notwithstanding anything herein to the contrary, in no event shall Buyer, Intermediate Holdings or any Affiliate thereof be required to provide any additional equity financing in excess of the amount expressly set forth in the Equity Commitment Letter. Notwithstanding anything herein to the contrary, in no event shall Buyer, Intermediate Holdings or Merger Sub be required pursuant to this Agreement to agree to pay to the lenders, and the other Persons providing the financing set forth in the Debt Commitment Letter, any additional fees or to increase any interest rates applicable to the Debt Commitment Letter (2other than pursuant to the “flex” provisions therein, if any) taking or agree to enter into account any financial or other material covenants or agreements on terms not otherwise expressly set forth in the expected timing Debt Commitment Letter. For purposes of this Agreement, unless otherwise agreed among the parties hereto, the “Marketing Period” shall mean the first period of twenty (20) consecutive Business Days after the date hereof (A) throughout and on the last day of which (i) Intermediate Holdings shall have the Required Information that Company is required to provide to Intermediate Holdings pursuant to Section 5.7 and such information shall remain compliant at all times with applicable provisions of Regulation S-X and Regulation S-K under the Securities Act and (ii) nothing has occurred and no condition exists that would cause any of the conditions set forth in Sections 7.1 and 7.2 (other than the receipt of the certificates referred to therein) to fail to be satisfied assuming the Closing were to be scheduled for any time during such 20 consecutive Business Day period and (B) throughout and on the last day of which the conditions set forth in Section 7.3 through 7.6 (excluding conditions that, by their nature, cannot be satisfied until the Closing) shall be satisfied; provided, that the “Marketing Period” shall not be deemed to have commenced if, prior to the completion of the Marketing Period, would be reasonably expected G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall have withdrawn its audit opinion with respect to make any financial statements contained in the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,Audited Financial Statements.

Financing. (a) Each Prior to the Closing, Parent Party shall and Acquisition will use its their commercially reasonable best efforts to obtainarrange the Debt Financing, or cause to be obtained, the proceeds of the Financing on the terms and conditions described in the Commitment Letters (including, as necessarywithout limitation, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating entering into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the thereto on terms and conditions contained therein (including, as necessary, the “flex” provisions contained substantially in accordance with those set forth in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ controlCommitment. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Debt Financing, the availability any portion of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing becomes unavailable so as to not enable Parent and the Subordinated Securities Financing, as applicable (including by seeking through litigation Acquisition to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent proceed with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement in a timely manner, Parent and Acquisition will use their commercially reasonable efforts to arrange to obtain alternate debt financing from alternative sources on comparable or more favorable terms to those set forth in the Financing Commitment as promptly as practicable following the occurrence of such event, including, without limitation, entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the first or second sentence of this Section 6.8(a) being referred to as the “Definitive Financing Agreements”). Parent and Acquisition will, will cause their Affiliates to, and will use their commercially reasonable efforts to cause their Representatives to, comply with the terms and satisfy on a timely basis the conditions of the Financing Commitment, any alternate financing commitment and the Definitive Financing Agreements and any related fee and engagement letters. Any material breach of the Financing Commitment, the Definitive Financing Agreements, any alternate financing commitment and any related fee and engagement letters by JWC, OSIM or Temasek shall be deemed a breach by Parent of this Section 6.8. Parent will (i) furnish correct and complete copies of the Definitive Financing Agreements to the Company promptly upon their execution and (ii) give the Company prompt notice of any breach by any party of the Financing Commitment, any alternate financing commitment or the likelihood Definitive Financing Agreements of the which Parent Parties doing sobecomes aware or any termination thereof. For purposes of this Section 6.8, or (2) taking into account the expected timing of the Marketing Period, would “commercially reasonable efforts” shall not be reasonably expected deemed to make the timely funding of require that Parent compromise any of the economic or other material terms (considered on an aggregate basis) contained in the Financing or satisfaction Commitments. (b) From and after the date of this Agreement, the Company shall and shall cause its Subsidiaries to, use their commercially reasonable efforts to, at Parent’s sole expense, (a) reasonably cooperate with Parent and Parent’s Affiliates in connection with the arrangement of the conditions Debt Financing (or any replacements thereof), including, without limitation, the execution and delivery, at the Closing, of any pledge or security documents, underwriting or placement arrangements, other definitive financing documents or other requested certificates or financial information, including a certificate of the chief financial officer of the Company with respect to obtaining solvency matters, comfort letters of accountants and legal opinions, in each case, as may be reasonably requested by Parent or Parent’s Affiliates in connection with such financing, and (b) reasonably assist in marketing such financing, which such marketing assistance shall include, but not be limited to, (i) assisting in the preparation of road show materials and supplementing and updating any such materials, (ii) participating in road show presentations (including one-on-one meetings) with proposed purchasers of such financing and (iii) assisting in the preparation of the prospectus or offering memorandum, as the case may be, relating to such financing and any amendments or supplements thereto; provided, however, that such requested cooperation and assistance shall not unreasonably interfere with the ongoing operations of the Acquired Companies; provided further that no Acquired Company shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing (or any replacements thereof) prior to the Effective Time. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Parent shall keep the Company reasonably informed of the status of its efforts to arrange the Debt Financing (or any replacements thereof). (c) In the event Parent or Acquisition is required to deliver or cause to be delivered pursuant to the terms of the Financing less likely Commitment or the related financing contemplated thereby, or actually delivers or causes to occur,be delivered, a letter or opinion with respect to the solvency, sufficiency of assets, sufficiency of capital or any similar or related status, in each case, of the Company, Parent or any of their respective Subsidiaries, then Parent shall (at Parent’s expense) cause such letter or opinion to (i) be delivered to the Company and (ii) contain a statement that the Company may rely on such letter or opinion as though such letter or opinion had been addressed to the Company. (d) The Company shall, and shall cause its Subsidiaries to, use their commercially reasonable efforts to cause, by no later than one (1) Business Day prior to the Closing Date, the administrative agent for the lenders under the Existing Credit Facility to prepare and deliver to the Company and Parent a “payoff letter” or similar document (the “Payoff Letter”) (i) specifying the aggregate amount of the Company’s obligations (including principal, interest, fees, expenses and other amounts payable under the Existing Credit Facility) that will be outstanding as of the Closing Date assuming that no letters of credit outstanding under the Existing Credit Facility are drawn upon by the beneficiary thereof subsequent to the date of such Payoff Letter, (ii) confirming that payment of the amount referred to in Section 6.8(d)(i) plus the Reimbursement Amount (as defined in the Existing Credit Facility) for any letter of credit drawn upon subsequent to the date thereof (the “Payoff Amount”), together with the making of customary provision for the substitution of alternate letters of credit under the Definitive Financing Agreements for any letters of credit outstanding under the Existing Credit Facility as of the Closing Date or such other arrangements with respect to outstanding letters of credit under the Existing Credit Facility as may be mutually agreed upon by Parent and the lenders under the Existing Credit Facility (in either case, the “LC Satisfaction”) will discharge all of the Acquired Companies’ obligations under the Existing Credit Facility and (iii) confirming that upon receipt of the Payoff Amount and the consummation of the LC Satisfaction, all Encumbrances thereunder will be released and discharged. The Company shall use its commercially reasonable to assist and cooperate with Parent in structuring and implementing the LC Satisfaction.

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtain, or cause to be obtained, arrange the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the thereto on terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iiiii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis to satisfy all conditions applicable to Parent and its Subsidiaries to obtaining the Financing Merger Sub in such definitive agreements that are within the Parent Parties’ its control. In the event that all any portion of the Debt Financing becomes unavailable on the terms and conditions contained contemplated in the Debt Commitment Letter and the Securities Purchase Agreement (other thanLetter, with respect to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Parent (as determined in the Lenders and reasonable judgment of Parent). Parent shall give the Subordinated Securities Purchaser to fund Company prompt notice of any material breach by any party of the Debt Commitment Letter or any termination of the Debt Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if without first consulting with the Company. (b) The Company agrees to provide, and shall cause the Subsidiaries and its and their Representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by Parent (provided that such amendmentrequested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Subsidiaries), modificationincluding (i) participation in meetings, waiverdrafting sessions and due diligence sessions, (ii) furnishing Parent and its financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent, (iii) assisting Parent and its financing sources in the preparation of (A) an offering document for any debt raised to complete the Merger and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of Parent and its financing sources for any debt raised by Parent to complete the Merger and (v) providing and executing documents as may be reasonably requested by Parent; provided that none of the Company or any Subsidiary shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing prior to the Effective Time. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, the Subsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries). (c) All non-public or otherwise confidential information regarding the Company obtained by Parent or its Representatives pursuant to Section 6.08(b) shall be kept confidential in accordance with the Confidentiality Agreement. (d) Within 60 days of there having occurred after the date of this Agreement (i) any general suspension of trading in, or replacement limitation on prices for, securities on the NYSE for three or more consecutive business days, including but not limited to any changes in trading conditions resulting from actual or threatened terrorist attacks, responses by the United States or its allies thereto, or the effects thereof; (wii) would the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or New York for three or more consecutive business days; (1iii) add the commencement or material escalation of a war, armed hostilities or other international or national crisis or security event directly or indirectly involving the United States or any new condition to of its territories after the Financing Commitments date of this Agreement, including without limitation, any acts of terrorism, domestic or foreign or responses of the United States or its allies, or a national or international economic or financial crisis, the result of which there has occurred any material disruption or material adverse change in the United State commercial credit, debt capital or commercial mortgage-backed securities markets for a period of three or more consecutive business days; or (iv) any limitation by any governmental, regulatory or modify any existing condition administrative agency or authority which prohibits the extension of credit by banks or other lending institutions in the United States or New York in a manner adverse that prevents Lender from providing the Debt Financing for a period of three or more consecutive business days, Parent shall deliver to the Company a certificate (the "Market MAC Notice") to that effect signed by an officer of Parent, describing in reasonable detail the nature of the Market MAC (any of the events specified in clauses (i) or otherwise through (iv) described in such Market MAC Notice being hereinafter referred to as a "Market MAC"). At any time following its receipt of the Market MAC Notice, the Company may request (by delivery of a written notice to Parent to such effect (a "Company Waiver Request")) that would be reasonably expected Parent fully and irrevocably waive its right to adversely affect (including invoke the condition set forth in Section 7.02(d) with respect to timingsuch Market MAC. In the event that Parent delivers to the Company a written notice that Parent waives its right to invoke the condition set forth in Section 7.02(d) with respect to such Market MAC (a "Parent Waiver Notice"), taking into account then such Market MAC shall cease to be a basis for Parent or Merger Sub not consummating the expected timing Merger. In the event that Parent fails to deliver a Parent Waiver Notice with respect to a Market MAC within the longer of (i) seven days after Parent's receipt of the Marketing Periodcorresponding Company Waiver Request and (ii) the ability number of days between the date on which Parent Parties delivered to consummate the transactions contemplated by Company the corresponding Market MAC Notice and the date on which the Company delivered to Parent the Company Waiver Request (the longer of such periods being hereinafter referred to as the "Requisite Response Period"), then the Company shall be entitled to terminate the Agreement pursuant to Section 8.01(j). Notwithstanding anything to the contrary in this Agreement or Section 6.08(d), nothing shall release Parent from continuing to be obligated to use its reasonable best efforts to obtain (i) the likelihood of the Parent Parties doing so, Debt Financing or (2ii) taking into account an alternative financing in accordance with Section 6.08(a) in the expected timing of event Parent declines to timely waive its right to invoke the Marketing Period, would be reasonably expected condition set forth in Section 7.02(d) with respect to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,a Market MAC.

Financing. (a) Each Parent Party shall use its commercially reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and use commercially reasonable efforts to do, or cause to be done, all things necessary or advisable to arrange and obtain the Debt Financing on or prior to the Closing Date. Such actions shall include, but not be limited to, the proceeds of the Financing on the terms and conditions described following (subject in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect all respects to Section 6.14): (i) maintaining in effect the Commitment LettersLetters (subject to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (b) below); (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis basis, or obtaining waivers of, all conditions Financing Conditions applicable to Parent and its Subsidiaries to obtaining Merger Sub in the Financing Commitment Letters that are within their control; (iii) negotiating, executing and delivering Debt Financing Documents that reflect the Parent Parties’ control. In the event that all conditions terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto or on such other terms acceptable to Parent and the Securities Purchase Agreement Debt Financing Sources ); (other than, with respect to iv) in the Debt Financing, event that the availability of conditions set forth in Section 7.01 and Section 7.02 and the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) Conditions have been satisfied (or or, upon funding will would be satisfied), each Parent Party shall use its reasonable best efforts consummating the Financing at or prior to timely cause the Lenders Closing; and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its v) enforcing Parent’s rights under the Debt Financing Commitment Letter and Definitive Agreements and in the Securities Purchase Agreement, as applicable)event of a Financing Failure Event. (b) The Parent Parties shall notgive the Company prompt notice of any material breach, without repudiation or threatened or anticipated material breach or repudiation by any party to any Commitment Letter of which Parent or its Affiliates become aware. Without limiting Parent’s other obligations under this Section 6.15, if a Financing Failure Event occurs, Parent shall (i) promptly notify the prior written consent Company of such Financing Failure Event and the reasons therefor; provided that in no event shall Parent or Merger Sub be under any obligation to disclose any information relating to such Financing Failure Event that would waive the protection of attorney-client or similar privilege if such party shall have used commercially reasonable efforts to disclose such information in a way that would not waive such privilege, (ii) in consultation with the Company, use commercially reasonable efforts to obtain alternative financing from the original Debt Financing Sources or alternative Debt Financing Sources (i) terminate any on terms containing no new conditions to the consummation of such financing additional to those set forth in the existing Debt Commitment Letter) such that the Financing will be in an aggregate amount sufficient to pay the Required Amounts at Closing, unless and (iii) use commercially reasonable efforts to obtain, and when obtained, promptly provide the Company with a true and complete copy of, a new financing commitment that provides for such Commitment Letter is replaced alternative financing subject only to the Financing Conditions (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted in a manner consistent with the following clause (iidefinition of “Debt Commitment Letter”, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance with this Section 6.15(b)). Notwithstanding anything to the contrary contained in this Agreement, in no event shall Parent or (ii) permit its Affiliates be required to pay any amendment or modification to, fees or any waiver interest rates applicable to the Debt Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions) or agree to any material provision or remedy underterm (including any market flex term) less favorable to Parent than such term contained in the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions). Parent shall have the right from time to time to amend, or supplement, replace, the substitute, terminate or otherwise modify or waive its rights under any Debt Commitment Letters if Letter; provided that no such amendment, modificationsupplement, waiverreplacement, substitution, termination, modification or replacement waiver shall (wA) would (1) add any new condition reduce the aggregate amount of available Debt Financing to less than the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties amount required to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the Equity Financing) or (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Debt Financing as set forth in the existing Debt Commitment Letter in a manner that would reasonably be expected timing to materially delay or prevent the Closing. Unless entered into to add and appoint additional arrangers, bookrunners, underwriters, agents, lenders and similar entities, to provide for the assignment and reallocation of a portion of the Marketing Periodfinancing commitments contained therein and to grant customary approval rights to such additional arrangers and other entities in connection with such appointments, would be reasonably expected Parent shall furnish to make the timely funding Company a copy of any executed written amendment, supplement, replacement, substitution, termination, modification or waiver of the Financing Debt Commitment Letter. For purposes of this Agreement (other than with respect to representations in this Agreement made by or satisfaction with respect to Parent or Merger Sub that speak as of the conditions date hereof or another specified date), references to obtaining the “Debt Commitment Letter” and the “Commitment Letters” shall include any such document as permitted or required by this Section 6.15(b) to be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case from and after such amendment, supplement, replacement, substitution, termination or other modification or waiver and, for the avoidance of doubt, references to “Debt Financing” and “Financing” shall include, in whole or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunder. Parent shall, upon request by the Company, keep the Company informed in reasonable detail of the Financing less likely status of Parent’s efforts to occur,arrange the Debt Financing. (c) Parent and Merger Sub expressly acknowledge and agree that in no event their obligations under this Agreement, including their obligations to consummate the Merger, shall be subject to, or conditioned on, Parent’s or Merger Sub’s receipt of financing or availability of any funds or financing (including, for the avoidance of doubt, the Financing).

Financing. (a) Each of Parent Party and Merger Sub shall use its commercially reasonable best efforts to obtain, or cause to be obtained, the proceeds of obtain the Financing on a timely basis on the terms and subject to the conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter)Financing Commitments, including using its commercially reasonable best efforts with respect to (i) maintaining in effect comply with its obligations under the Commitment Lettersapplicable Financing Commitments, (ii) negotiating maintain in effect the applicable Financing Commitments, (iii) negotiate and enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying Commitments on a timely basis on terms and conditions (including the “market flex” provisions, if applicable) contained therein or otherwise not materially less favorable to Parent in the aggregate than those contained in the Financing Commitments, (iv) satisfy on a timely basis (or obtain a waiver of) (and cause their affiliates to satisfy or obtain such waiver) all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions affiliates contained in the Debt applicable Financing Commitment Letter and within its control, including the Securities Purchase Agreement (other thanpayment of any commitment, with respect engagement or placement fees required as a condition to the Debt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC and (v) if all conditions to Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been are satisfied (or upon funding will would be satisfiedsatisfied if the Financing were funded), cause the other parties to each of the Financing Commitments to comply with their obligations thereunder and to fund, at or prior to the Closing, the Financing required to satisfy the Financing Uses. Upon the reasonable request of the Company, Parent Party shall use inform the Company on a reasonably prompt basis and in reasonable detail of the status of its reasonable best efforts to timely cause arrange the Lenders Financing (including providing the Company with copies of all definitive agreements related to the Financing (if any)). Parent shall give the Company reasonably prompt notice (A) upon having knowledge of any actual breach or default by any party of any of the Financing Commitments or any termination of any of the Financing Commitments and (B) if for any reason Parent or Merger Sub believe in good faith that they will not be able to obtain all or any portion of the Subordinated Securities Purchaser Financing in an amount equal to fund the Debt Financing and Uses on the Subordinated Securities terms, in the manner or from the sources contemplated by the Financing Commitments or the definitive agreements relating to the Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreementcase may be. Other than as set forth in Section 5.07(b), as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate amend, modify, supplement or waive any Commitment Letter, unless such Commitment Letter is replaced of the conditions or contingencies to funding contained in a manner consistent with the following clause (ii)Financing Commitments or any other provision of, or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy remedies under, or replacethe Financing Commitments, in each case to the Commitment Letters if extent such amendment, modification, waiver, supplement or replacement (w) waiver would reasonably be expected to have the effect of (1) add adversely affecting in any new condition respect the ability of Parent to timely consummate the Transactions, (2) amending, modifying, supplementing or waiving the existing conditions or contingencies to the Financing Commitments (or modify any existing condition in a manner adverse to Parentthe Company or imposing new or additional conditions precedent to the Financing or (3) delaying the Closing (it being understood that Parent may amend any Debt Commitment Letter related to Debt Financing to add lenders, investors, lead arrangers, bookrunners, syndication agents or otherwise other similar entities who had not executed such Debt Commitment Letter as of the date of this Agreement in accordance with the terms thereof). Any reference in this Agreement to (1) the “Financing” will include the financing contemplated by the Financing Commitments as amended or modified in compliance with this Section 5.07(a); and (2) “Financing Commitments” will include the Financing Commitments as amended or modified in compliance with this Section 5.07(a). (b) If all or any portion of the Debt Financing becomes unavailable, Parent shall use its commercially reasonable efforts to (i) arrange to promptly obtain the Debt Financing or such portion of the Debt Financing from alternative sources, in an amount sufficient, when added to any portion of the Financing that would be reasonably expected is available, to adversely affect pay in cash all Financing Uses (“Alternative Debt Financing”) and (ii) obtain a new financing commitment letter (the “Alternative Debt Commitment Letter”) and a new definitive agreement with respect thereto that provides for financing (A) on terms not materially less favorable (including with respect to timingconditionality to the availability and funding of any Debt Financing Commitment), taking into account in the aggregate, to Parent, (B) containing conditions to draw and other terms that would reasonably be expected timing to adversely affect the availability thereof that (1) are not more onerous, taken as a whole, than those conditions and terms contained in the Debt Financing Commitments as of the Marketing Period) the ability date of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or and (2) taking into account would not reasonably be expected to delay, impede or prevent the expected timing consummation of the Marketing PeriodTransactions and (C) in an amount that is sufficient, would be reasonably expected when added to make the timely funding of any portion of the Financing or satisfaction of the conditions that is available, to obtaining any of pay the Financing less likely Uses. In such event, the term “Debt Financing” as used in this Agreement shall be deemed to occur,include any Alternative Debt Financing (and consequently the term “Financing” shall include the Equity Financing and the Alternative Debt Financing), and the term “Debt Financing Commitments” as used in this Agreement shall be deemed to include any Alternative Debt Commitment Letter.

Financing. (a) Each Parent Party shall use its commercially reasonable best efforts to obtaintake, or cause Merger Sub to be obtainedtake, all actions and to do, or cause Merger Sub to do, all things reasonably necessary, proper or advisable to arrange, as soon as practicable after the proceeds of date hereof, and to consummate, concurrently with the Closing, the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter)Financing Commitments, including using its commercially reasonable best efforts with respect to (i) maintaining maintain in effect the Commitment LettersFinancing Commitments, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries Merger Sub to obtaining the Financing set forth in the Financing Commitments that are within their control (including by consummating the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect Equity Financing pursuant to the Debt Financing, the availability terms of the Equity Financing, Financing Commitments and by assisting in the Subordinated Securities Financing, the MSDC Financing syndication or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund marketing of the Debt Financing and the Subordinated Securities Financing, as applicable (including contemplated by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter Commitments) and Definitive Agreements (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Securities Purchase AgreementFinancing Commitments. Subject to the terms and conditions contained herein, as applicable). (b) The at the Closing Parent Parties shall not, without draw down on the prior written consent of Financing Commitments if the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition conditions to the Financing Commitments are then satisfied. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, Parent shall use commercially reasonable efforts to arrange to obtain alternative financing from alternative sources on terms not materially less beneficial to Parent and Merger Sub (or modify any existing condition as determined in a manner adverse to the reasonable judgment of Parent) in an amount sufficient to make the Required Payments. Parent shall keep the Company reasonably apprised of material developments related to the Financing and shall provide to the Company (i) a copy of each material agreement related to the Financing promptly after such agreement is executed and delivered by the parties thereto and (ii) such other information as the Company may reasonably request in connection with the Financing. For the avoidance of doubt, if the conditions set forth in Sections 8.01 and 8.02 of this Agreement are satisfied or otherwise that would waived, Parent and Merger Sub shall be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties obligated to consummate the transactions Transactions on the terms contemplated by this Agreement regardless of whether the Equity Financing has been or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would can be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,obtained.

Financing. (a) Each Parent Party and Sub shall, and, as applicable, shall cause their affiliates (including any Finance Affiliate) and representatives to, use its their reasonable best efforts and do all things necessary or advisable to obtain, or cause to be obtained, the proceeds of obtain the Financing at or prior to the Closing, on the terms and conditions (including any related “flex” provisions) described in the Financing Commitment Letters (including, as necessaryfor purposes of this Section 5.07, the “flex” provisions contained in Financing Commitment Letters and the Debt Commitment Letter shall include any Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating enter into definitive agreements with respect to the Debt Financing on the terms and conditions (including any related flex provisions) contemplated by the Debt Commitment Letter (the “Definitive Debt Financing Agreements”), (ii) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to Parent terms and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other thanconditions, including with respect to the payment of any fees, applicable to Parent, Sub or any Finance Affiliate obtaining the Financing set forth in the Financing Commitment Letters and the Definitive Debt FinancingFinancing Agreements that are within their control, (iii) consummate and cause the availability of Financing Sources to consummate the Equity Financing, the Subordinated Securities Financing, the MSDC Financing at or the Rollover Investment and, with respect prior to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover InvestmentClosing and (iv) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its their rights under the Financing Commitment Letters and the Definitive Debt Financing Agreements. Prior to the Closing, Parent and Sub (and, if applicable, any Finance Affiliate) shall not agree to any amendments, replacements or modifications to, or grant any waivers of, any condition or other material provision under the Financing Commitment Letter and Definitive Agreements and Letters or the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, definitive agreements relating to the Financing without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiverreplacement or waiver does not and would not reasonably be expected to (A) reduce the aggregate amount of the Financing thereunder (including by changing the amount of fees to be paid or original issue discount thereof), (B) impose any new or additional condition, or replacement (w) would (1) add otherwise amend, modify or expand any new condition condition, to the Financing Commitments (or modify receipt of any existing condition portion of the Financing, in each case, in a manner adverse to Parent) or otherwise that would reasonably be reasonably expected to adversely affect (including with respect to timing, taking into account delay or prevent the expected timing Closing or make the funding of any portion of the Marketing PeriodFinancing (or satisfaction of any condition to obtaining any portion of the Financing) less likely to occur or (C) adversely impact the ability of Parent, Sub or any Finance Affiliate to enforce its rights against any other party to any Financing Commitment Letter, the ability of Parent Parties or Sub to consummate the transactions contemplated by this Agreement Transactions or the likelihood of the consummation of the Transaction; provided that (I) Parent Parties doing soand Sub (and, if applicable, any Finance Affiliate) may amend the Financing Commitment Letters or the definitive agreements relating to the financing to add lenders, lead arrangers, bookrunners, syndication agents or any person with similar roles or titles who have not executed the Debt Commitment Letter as of the date hereof (including in connection with any Second Lien Giveaway) and (II) Parent and Sub (and, if applicable, any Finance Affiliate) may enter into any Replacement Commitment Facility; provided, further, that any consent of the First Lien Lead Arrangements required in connection with any such Replacement Commitment Facility have been obtained and shall be promptly provided to the Company. Parent and Sub (and, if applicable, any Finance Affiliate) shall use their reasonable best efforts to maintain in effect the Financing Commitment Letters (including any Definitive Debt Financing Agreements) until the termination thereof in accordance with their respective terms. Any commitment letter and any associated fee letters governing any Replacement Commitment Facility are referred to, respectively, as a “Replacement Facility Commitment Letter” and a “Replacement Facility Fee Letter.” Neither Parent or Sub (or, if applicable, any Finance Affiliate) shall release or consent to the termination of the obligations of the Debt Financing Sources under the Debt Commitment Letter or the Definitive Debt Financing Agreements other than with respect to the Second Lien Term Facility solely in connection with any Second Lien Giveaway or Replacement Commitment Facility. (b) Notwithstanding anything to the contrary contained in this Agreement, in no event shall Parent or any of its affiliates (which for purposes of this Agreement shall be deemed to include each direct or indirect investor or potential investor in Parent, or any of the Guarantor’s, Parent’s or any such investor’s financing sources or potential financing sources or other representatives acting at the direction of or on behalf of Parent, the Guarantor or such investor) engage any bank, investment bank or other potential provider of debt or equity financing, or provider of surety or performance bonds (or similar bonds) on an exclusive basis or otherwise on terms that prohibit or are designed to prevent such provider from providing or seeking to provide such services, financing or bonds to any person in connection with a transaction relating to the Company or the Company Subsidiaries in connection with the Transactions (including in connection with the making of any Competing Proposal); provided that Parent’s or any of its affiliates’ Debt Financing Sources may establish a “tree” system whereby separate groups or “trees” will be formed and dedicated to Parent in connection with the Transactions. (c) If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Debt Commitment Letter, Parent and Sub (and, if applicable, any Finance Affiliate) shall use their reasonable best efforts to, as promptly as practicable following the occurrence of such event, arrange and obtain financing in an amount sufficient to satisfy the Financing Purposes from the same or alternative sources, on terms and conditions (including any “flex” provisions) that are not materially less favorable to Parent and Sub (and, if applicable, any Finance Affiliate) in the aggregate than the Debt Financing contemplated by the Debt Commitment Letter in effect on the date hereof (after giving effect to any “flex” provisions in the Fee Letter) and that do not add new (or expand upon or adversely modify the) conditions precedent or contingencies to the funding of the Debt Financing on the Closing Date of the Financing as set forth in the Financing Commitment Letters in effect on the date hereof or otherwise adversely affect the ability or likelihood of Parent and Sub to timely consummate the Transactions. The new debt commitment letter and fee letter entered into in connection with such alternative financing are referred to, respectively, as a “New Debt Commitment Letter” and a “New Fee Letter.” In the event Parent or Sub (or, if applicable, any Finance Affiliate) enter into any such New Debt Commitment Letter or Replacement Facility Commitment Letter or documentation with respect to a Second Lien Giveaway, (i) Parent and Sub shall promptly provide the Company with true, correct and complete copies thereof (provided that any fee letters may be redacted with respect to any fee amounts, pricing terms, pricing caps, flex provisions and certain other customary economic provisions (none of which individually or in the aggregate would reduce the amount of the Debt Financing or adversely affect the availability or conditionality of the Debt Financing or prevent or materially delay the Closing)), (ii) any reference in this Agreement to the “Debt Financing” shall be deemed to include the debt financing contemplated by such New Debt Commitment Letter or Replacement Facility Commitment Letter, as applicable, (iii) any reference in this Agreement to the “Debt Commitment Letter” (and any definition incorporating the term “Debt Commitment Letter,” including the definition of Definitive Debt Financing Agreements) shall be deemed to include such New Debt Commitment Letter and any New Fee Letter or such Replacement Facility Commitment Letter and any Replacement Facility Fee Letter, as applicable, and (iv) any reference in this Agreement to the “Debt Financing Sources” (and any definition incorporating the term “Debt Financing Sources,” including the definition of Financing Sources) shall be deemed to include any financial institutions and other lenders party to such New Debt Commitment Letter or such Replacement Facility Commitment Letter, as applicable, from time to time. (d) Parent and Sub shall, upon reasonable request, keep the Company informed as promptly as practicable in reasonable detail of the status of their efforts to arrange and obtain the Financing and, upon reasonable request, provide the Company with drafts of the Definitive Debt Financing Agreements. Without limiting the generality of the foregoing, Parent shall (i) furnish the Company complete, correct and executed copies of any amendments to the Financing Commitment Letters promptly upon their execution (including in connection with any Second Lien Giveaway or Replacement Commitment Facility) (provided that any Fee Letters may be redacted with respect to any fee amounts, pricing terms, pricing caps, flex provisions and certain other customary economic provisions (none of which individually or in the aggregate would reduce the amount of the Debt Financing or adversely affect the availability or conditionality of the Debt Financing or prevent or delay the Closing)) and (ii) give the Company prompt written notice (A) of any default or breach (or any event that, with or without notice, lapse of time or both, would (or would reasonably be expected to) give rise to any default or breach) by any party under any of the Financing Commitment Letters or the definitive agreements relating to the Financing of which Parent or Sub becomes aware, (B) of any termination of any of the Financing Commitment Letters or any commitment provided thereunder, (C) of the receipt of any written notice from any person with respect to any (1) actual default, breach, termination or repudiation of any Financing Commitment Letter, any definitive agreement relating to the Financing or any provision of the Financing Commitment Letters or the definitive agreements relating to the Financing, in each case, by any party thereto, or (2) taking into account material dispute or disagreement between or among any parties to any Financing Commitment Letter or the expected timing definitive agreements relating to the Financing, and (D) if for any reason Parent or Sub believe in good faith that they (or, if applicable, any Finance Affiliate) will not be able to obtain all or any portion of the Marketing PeriodFinancing on the terms, would be in the manner or from the sources contemplated by the Financing Commitment Letters or the definitive agreements relating to the Financing. Parent and Sub shall provide any information reasonably expected requested by the Company relating to make the timely funding of any of the circumstances referred to in the previous sentence as soon as reasonably practical (but in any event within three (3) Business Days) after the date that the Company delivers a written request therefor to Parent. (e) Prior to the Closing, at Parent’s sole expense, the Company shall, and shall cause the Company Subsidiaries and instruct its and their respective Representatives to, in each case, use their reasonable best efforts to provide to Parent and Sub all customary cooperation or assistance as reasonably requested by Parent in connection with the Debt Financing; provided that the Company shall not be obligated to cooperate with any type of Debt Financing or satisfaction that is more burdensome to the Company than the first lien/second lien term loan credit facilities contemplated as the Debt Financing as of the conditions date hereof (including any related “flex” provisions or any Second Lien Giveaway or Replacement Commitment Facility permitted pursuant to this Agreement). Without limiting the generality of the foregoing, such cooperation and assistance shall include using reasonable best efforts in (i) causing management of the Company, in each case, with appropriate seniority and expertise, to participate (including by teleconference or virtual meeting platforms) in a reasonable number of meetings, presentations, sessions and road shows with prospective lenders or rating agencies and rating agency and due diligence sessions, (ii) providing reasonable and customary assistance with the preparation of materials for rating agency presentations, bank information memoranda (including, to the extent necessary, an additional bank information memoranda that does not contain material non-public information), marketing materials, investor presentations (including road shows) and similar documents required in connection with the Debt Financing, including executing customary authorization letters in connection with the distribution of such materials, and providing reasonable cooperation with the due diligence efforts of the Debt Financing Sources to the extent reasonable and customary (and, to the extent applicable, subject to the limitations contained in Section 5.05), (iii) (A) to the extent timely requested by Parent, obtaining documents, including the Payoff Letters and (if applicable) customary lien release documentation, evidencing the repayment of the Payoff Indebtedness and any other Indebtedness reasonably requested by Parent (and Parent provides the funds therefor) of the Company and the Company Subsidiaries and the release of any related Liens and (B) promptly, and no later than three (3) Business Days prior to the Closing, providing all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, relating to the Company or any of the Company Subsidiaries, in each case as reasonably requested by Parent at least ten (10) Business Days prior to the Closing Date, (iv) furnishing Parent and Sub and the Debt Financing less likely Sources with the Required Information, (v) reasonably assisting Parent with Parent’s preparation of pro forma financial statements and other financial information required to occur,be included in any materials referred to in clause (ii) above related to the Debt Financing (it being understood that the Company and the Company Subsidiaries shall not themselves be responsible for the preparation of such pro forma financial information), (vi) reasonably assisting Parent with Parent’s preparation of the Definitive Debt Financing Agreements, including cooperating to facilitate the pledging of, granting of security interests in and obtaining perfection of any Liens on, collateral in connection with the Debt Financing, and cause officers of the Company or the Company Subsidiaries who will be officers of the Company or the Company Subsidiaries after the Closing, as applicable, to execute and deliver certificates and other documents as may reasonably be requested by Parent or the Debt Financing Sources in connection with the Debt Financing (so long as such certificates and other documents will not be effective prior to the Closing), (vii) attempting to ensure that any syndication effort benefits from any existing lending and investment banking relationship of the Company, (viii) (A) reasonably cooperating with the amendment of or waivers pursuant to certain agreements governing existing Indebtedness and lease obligations of the Company and the Company Subsidiaries that are intended to remain outstanding following the Closing, including the Synthetic Lease and (B) at Parent’s request, reasonably cooperating with respect to Parent’s real estate optimization strategies to be effective at or after the Closing, including, with respect to both Owned Real Property and Leased Real Property, by (so long as any such cooperation does not violate the terms of any lease or sub-lease with respect to any such Leased Real Property) (1) providing third parties designated by Parent with access to such properties, (2) assisting in obtaining environmental, engineering and title reports and surveys and (3) assisting with negotiating and entering into agreements with respect to such properties; provided that no such amendment, waiver or agreement shall become effective prior to the Closing and Parent shall be responsible for all fees and expenses relating thereto, (ix) furnishing Parent and the Debt Financing Sources with su

Financing. (a) Each Parent Party shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the Financing on the terms and conditions described in the Debt Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including (i) using its reasonable best efforts with respect to (ix) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all terms, covenants and conditions applicable to Parent set forth in the Debt Commitment Letter; (y) enter into definitive agreements with respect thereto on the terms and its Subsidiaries to obtaining conditions contemplated by the Debt Commitment Letter; and (z) consummate the Financing that are within at or prior to Closing. Parent will furnish correct and complete copies of all such definitive agreements to the Company promptly upon their execution. (b) Parent Parties’ control. In shall keep the event that Company informed with respect to all conditions contained in material activity concerning the status of the Financing contemplated by the Debt Commitment Letter and shall give the Securities Purchase Agreement (other than, Company prompt notice of any material adverse change with respect to such Financing. Without limiting the foregoing, Parent agrees to notify the Company promptly, and in any event within two Business Days, if at any time (i) the Debt FinancingCommitment Letter expires or is terminated for any reason, (ii) any financing source that is a party to the availability Debt Commitment Letter or the Equity Financing notifies Parent that such source no longer intends to provide financing to Parent on the terms set forth therein, or (iii) for any reason Parent no longer believes in good faith that it will be able to obtain all or any portion of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each . Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, and shall not permit any of its Affiliates to, without the prior written consent of the Company, take or fail to take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing, that could reasonably be expected to materially impair, delay or prevent consummation of the or any Alternate Financing contemplated by any Alternate Financing. Parent shall not amend or alter, or agree to amend or alter, the Debt Commitment Letter in any manner that would prevent or materially impair or delay the consummation of Transactions without the prior written consent of the Company. (ic) terminate If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter or the Debt Commitment Letter is terminated or modified in a manner materially adverse to Parent for any reason, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions (“Alternate Financing”) and to obtain, and, if obtained, will provide the Company with a copy of, a new financing commitment that provides for at least the same amount of financing as the Debt Commitment Letter as originally issued, to the extent needed to fund the Merger Consideration, and on terms and conditions (including termination rights and funding conditions) no less favorable to Parent or Merger Sub than those included in the Debt Commitment Letter (the “New Commitment Letter”). To the extent applicable, Parent shall use its reasonable best efforts to take, or cause to be taken, all things necessary, proper or advisable to arrange promptly and consummate the Alternate Financing on the terms and conditions described in any New Commitment Letter, unless such including using reasonable best efforts to (x) satisfy on a timely basis all terms, covenants and conditions set forth in the New Commitment Letter; (y) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the New Commitment Letter; and (z) consummate the Alternate Financing at or prior to the Closing. In the event Alternate Financing is obtained and New Commitment Letter is replaced are entered into, references in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition this Agreement to the Financing Commitments (or modify any existing condition in a manner adverse Debt Commitment Letter shall be deemed to Parent) or otherwise that would be reasonably expected refer to adversely affect (including with respect to timingthe New Commitment Letter, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,as applicable.

Financing. (a) Each Parent Party and Acquisition Sub shall use its their commercially reasonable best efforts to obtain, or cause to be obtained, obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letters Letter, Parent Consent Letter and Parent Commitment Letter and to obtain the funds contemplated by the Equity Commitment (including, as necessary, and to contribute such funds to the “flex” provisions contained in the Fee LetterCompany), including using its commercially reasonable best efforts with respect to (iA) maintaining in effect the Commitment Letters, (ii) negotiating negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, Commitment Letter and (iiiB) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to in such definitive agreements the satisfaction of which is within the control of Parent or Acquisition Sub. Parent and its Subsidiaries Acquisition Sub shall use their commercially reasonable efforts to obtaining comply with their respective obligations, and enforce their respective rights, under the Financing that are within Commitment Letter, the Parent Parties’ control. In the event that all conditions contained in the Debt Consent Letter and Parent Commitment Letter and shall cause RHJI to comply with its obligations under the Securities Purchase Agreement (other than, with respect to Equity Commitment. Parent shall keep the Debt Financing, the availability Company informed on a reasonably current basis in reasonable detail of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use status of its reasonable best efforts to timely cause obtain the Lenders and proceeds of the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) not permit any amendment or modification to, or any waiver of any material provision or remedy under, or replaceany of the Commitment Letter, the Parent Consent Letter, Parent Commitment Letters Letter or the Equity Commitment if such amendment, modification, waiver, waiver or replacement (w) would (1) add any new condition remedy amends the conditions to the drawdown of the Financing Commitments (or modify any existing condition in a manner adverse to Parent) the interests of the Company and its shareholders, in each case, in any material respect or otherwise that would be reasonably expected to adversely affect (including with in any material respect to timing, taking into account the expected timing of the Marketing Period) the ability of Parent or the Company to effect the Financing or obtain the proceeds of the Equity Commitment. The Company shall also use commercially reasonable efforts to assist and cooperate with Parent Parties and Acquisition Sub in connection with their efforts to obtain the proceeds of the Financing, including providing reasonably required information relating to the Company and the Company Subsidiaries to the financial institution or institutions providing the Financing and executing and delivering, and causing the Company Subsidiaries to execute and deliver, customary certificates, legal opinions (which may be reasoned, if counsel reasonably believes it cannot give the opinion otherwise) or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Financing as may be reasonably requested by Parent in connection with the Financing; provided, however, that no obligation of the Company or any Company Subsidiary under any such certificate, document or instrument shall be effective until the Effective Time and none of the Company or any Company Subsidiary shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Effective Time. In the event that the Financing is not available to consummate the transactions Refinancing and pay related fees and expenses of the Transactions contemplated by this Agreement and the other Transaction Agreements, then Parent shall promptly notify the Company and Parent and Acquisition Sub shall use their commercially reasonable efforts to obtain alternative financing on terms that are no less favorable to Parent and Acquisition Sub than those set forth in the Commitment Letter, Parent Consent Letter or Parent Commitment Letter, as applicable, and in the likelihood of same amounts as contemplated by the Commitment Letter (including for working capital purposes following the Closing) or Parent Parties doing soCommitment Letter, or as applicable (2) taking into account the expected timing of “Alternative Financing”); provided that no such Alternative Financing shall require a greater cash equity commitment than that contemplated by the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,Equity Commitment.

Financing. (a) Each Parent Party and Merger Sub shall use its use, and shall cause their Affiliates to use, their reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the proceeds of the Debt Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter)Debt Financing Commitments, including using its reasonable best efforts with respect to (i) maintaining maintain in effect the Commitment LettersFinancing Commitments, (ii) negotiating negotiate and enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with thereto on the terms and conditions contained therein (includingcontemplated by the Financing Commitments, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Debt Financing set forth therein to be fulfilled by Parent and Merger Sub that are within their control (including by consummating the Parent Parties’ controlEquity Financing contemplated by the Equity Financing Commitments) and (iv) consummate the Financing at or prior to Closing. In the event that all any portion of the Debt Financing becomes unavailable on the terms and conditions contained set forth in the Debt Commitment Letter Financing Commitments, Parent and Merger Sub shall promptly notify the Company and shall use their reasonable best efforts to obtain alternative financing (such alternative financing, “Alternative Financing”) in an amount sufficient to consummate the Merger and the Securities Purchase other transactions contemplated by this Agreement as promptly as reasonably practicable following the occurrence of such event; provided, that Parent and Merger Sub shall be under no obligation to obtain such Alternative Financing unless it can be obtained on terms which are in the aggregate no less favorable to Parent, the Surviving Corporation and the stockholders of Parent than the terms of the Debt Financing Commitments. Parent shall give the Company prompt notice of any material breach by any party to the Financing Commitments of which Parent or Merger Sub becomes aware or any termination of commitments under the Debt Financing Commitments. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to obtain the Debt Financing. Neither Parent nor Merger Sub shall, without the Company’s prior written consent, agree to or permit any amendment, modification, supplement, replacement or waiver (other thanthan a waiver of a condition to the Financing) of any of the Financing Commitments or the definitive agreements relating to the Financing in a manner that would materially and adversely affect the likelihood that the Financing contemplated thereby will be obtained. Notwithstanding the foregoing, Parent and Merger Sub may amend, restate, modify, supplement or replace the Financing Commitments to (i) add and appoint additional arrangers, bookrunners, underwriters, agents, lenders and similar entities, to provide for the assignment and reallocation of a portion of the financing commitments and to grant customary approval rights to such additional arrangers and other entities in connection with respect such appointments, (ii) increase the amount of indebtedness or (iii) replace one or more facilities contemplated by the Debt Financing Commitments with one or more new facilities, which are in the aggregate no less beneficial to Parent, the Surviving Corporation and the stockholders of Parent than the terms of the Debt Financing Commitments (as determined in the reasonable judgment of Parent) (the “New Debt Commitments”); provided, that the New Debt Commitments shall not (i) adversely amend the conditions to the Debt FinancingFinancing set forth in the Debt Financing Commitments, in any material respect, (ii) reasonably be expected to delay or prevent the Closing, or (iii) reduce the aggregate amount of available debt financing (unless, in the case of this clause (iii), such amount is replaced with any amount of new equity financing or one or more debt facilities pursuant to the New Debt Commitments). Upon and from and after each such event, the availability of term “Debt Financing” as used herein shall be deemed to mean the Equity FinancingDebt Financing contemplated by the Debt Financing Commitments that is not so superseded at the time in question and the New Debt Commitments. (b) Prior to the Closing, the Subordinated Securities FinancingCompany shall provide, the MSDC Financing or the Rollover Investment andshall cause its Subsidiaries to provide, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party and shall use its reasonable best efforts to timely cause its and their representatives to provide, such cooperation in connection with the Lenders and the Subordinated Securities Purchaser to fund arrangement of the Debt Financing or Alternative Financing as may be reasonably requested by Parent, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, including (i) participation in meetings, drafting sessions, due diligence, lender presentations and other presentations, including presentations with rating agencies, (ii) using reasonable best efforts to furnish Parent, Merger Sub and their financing sources with all financial statements, financial and other pertinent information regarding the Subordinated Securities FinancingCompany, its Subsidiaries and its and their respective businesses and properties as applicable (including may be reasonably requested by seeking through litigation to enforce its rights under Parent in connection with the Debt Financing Commitment Letter or Alternative Financing, (iii) assisting Parent, Merger Sub and Definitive Agreements their financing sources in (A) the preparation of offering documents, private placement memoranda, bank information memoranda and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall not, without the prior written consent similar documents in connection with any portion of the CompanyDebt Financing or Alternative Financing, (iB) terminate any Commitment Letterthe preparation of materials for lender and rating agency presentations, unless such Commitment Letter is replaced in a manner consistent and (C) the compliance with requirements of rating agencies, (iv) cooperating with the following clause (ii)marketing efforts of Parent, or (ii) permit Merger Sub and their financing sources for any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with respect to timing, taking into account the expected timing portion of the Marketing PeriodDebt Financing or Alternative Financing, (v) facilitating the ability pledging of the Parent Parties collateral, including obtaining appraisals, financial analyses, surveys, environmental assessments, third party consents and estoppels, mortgage financeability and title insurance, in each case at Parent’s and Merger Sub’s expense, (vi) taking such actions to satisfy any requirements necessary to consummate the transactions contemplated by this Agreement Debt Financing or Alternative Financing (but solely to the likelihood extent within the control of the Parent Parties doing soCompany and its Subsidiaries) and otherwise, or (2) taking into account assisting and cooperating with the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any of the Financing or satisfaction of the conditions to obtaining the Debt Financing, including as set forth in the Debt Financing Commitments, or Alternative Financing, (vii) entering into one or more credit or other agreements on terms satisfactory to Parent in connection with the Debt Financing or Alternative Financing immediately prior to (but conditioned upon the occurrence of) the Effective Time, and (viii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the Debt Financing or Alternative Financing and the direct borrowing or incurrence of all of the proceeds of the Debt Financing or Alternative Financing, by the Surviving Corporation immediately following the Effective Time; provided, that neither the Company nor any of its Subsidiaries shall be required to pay any commitment or similar fee or incur any other liability in connection with the Debt Financing prior to the Effective Time; and provided, further, that Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or its Subsidiaries in connection with such cooperation. Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, its Subsidiaries and their respective representatives from and against any and all losses or damages suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith. The Company hereby consents to use of its and its Subsidiaries logos in connection with the Financing less and the Alternative Financing; provided that such logos are used solely in a manner that does not or is not reasonably likely to occur,harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their marks. (c) All non-public or otherwise confidential information regarding the Company obtained by Parent pursuant to Section 6.10(b) shall be kept confidential in accordance with the Non-Disclosure Agreement; provided, however, that Parent and its Representatives shall be permitted to disclose information to the providers of, and as necessary and consistent with customary practices in connection with, the Debt Financing or Alternative Financing.

Financing. (a) Each of Parent Party and Merger Sub shall use its reasonable best efforts to obtain, or cause to be obtained, obtain the proceeds of the Debt Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter)Debt Financing Commitment, including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating to negotiate and finalize definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Financing Commitment Letter and (ii) to comply with its obligations under the Securities Purchase Agreement Debt Financing Commitment and consummate any requisite portion of the Debt Financing no later than the Closing (other than, with respect subject to the Debt Financing, amendment and replacement rights described herein). Parent shall give the availability Company prompt notice upon becoming aware of any material breach by any party of the Equity Financing, the Subordinated Securities Financing, the MSDC Debt Financing Commitment or the Rollover Investment and, with respect to the Subordinated Securities Financing, any termination of the Debt Financing, Financing Commitment. Parent shall keep the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its Company informed on a reasonable best efforts basis and in reasonable detail of material developments relating to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation status of its efforts to enforce its rights under arrange the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Financing. Parent Parties shall not, without the prior written consent of the Company, (i) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Financing Commitment or replace, the Commitment Letters definitive agreements related to the Debt Financing if such amendment, modification, waiverwaiver or remedy reduces the aggregate amount of the Debt Financing available, adversely amends the conditions to the drawdown of the Debt Financing, adds any condition to funding, or replacement (w) would (1) add adversely impact in any new condition to the Financing Commitments (or modify any existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (including with material respect to timing, taking into account the expected timing of the Marketing Period) the ability of Parent and Merger Sub to consummate the Debt Financing, without first obtaining the Company’s prior written consent. Subject to the terms and conditions contained herein and satisfaction of the Tender Offer Conditions, in the case of the Offer, and the conditions set forth in Article 7, in the case of the Merger, in the event that all conditions to the Debt Financing Commitment (other than, in connection with the Debt Financing, the availability or funding of any amounts by Parent) have been satisfied, Parent Parties shall draw down on the Debt Financing to the extent required to consummate the Offer on the Acceptance Date and the Merger on the Closing Date. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms no less favorable to Parent (including as to rates, fees and restrictive covenants) and in an amount sufficient to consummate the transactions contemplated by this Agreement or as promptly as practicable following the likelihood occurrence of such event but in no event later than the End Date. Parent shall deliver to the Company true and complete copies of all definitive agreements pursuant to which any such alternative source shall have committed to provide Parent and Merger Sub with any portion of the Debt Financing. Parent Parties doing so, and Merger Sub acknowledge and agree that their respective obligations to consummate the transactions contemplated by this Agreement are not conditioned or (2) taking into account the expected timing contingent upon receipt of the Marketing PeriodDebt Financing. (b) The Company will and will cause its Subsidiaries to and will use its reasonable best efforts to cause its and their respective Representatives to provide all cooperation reasonably requested by Parent in connection with the arrangement of the Debt Financing, would including using reasonable best efforts to (i) participate in meetings in connection with the Debt Financing (including due diligence sessions, meetings with ratings agencies and syndication and “road show” meetings) on reasonable advance notice, (ii) provide information reasonably requested by Parent or Merger Sub relating to the Debt Financing, (iii) obtain customary accountants’ comfort letters, accountants’ consent letters (to the extent that each of such letters is available from the Company’s independent auditors), legal opinions, and officer’s certificates (including a customary solvency certificate of the chief financial officer of the Company) and other customary documentation and items contemplated by the Debt Commitment Letter, (iv) assist Parent and its financing sources in the preparation of any offering document or materials for rating agency presentations, (v) cooperate with the marketing efforts of Parent and its financing sources and (vi) take such corporate actions as may be reasonably expected to make requested by Parent in connection with the timely funding of any consummation of the Financing or satisfaction of the conditions to obtaining any of the Financing less likely to occur,Debt Financing.