Common use of Financing and Financing Cooperation Clause in Contracts

Financing and Financing Cooperation. (a) Parent shall use its, and shall cause its controlled Affiliates to use their, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Financing on or prior to the Closing Date on the terms and conditions described in the Commitment Letter, including using reasonable best efforts to (i) maintain in effect and enforce the Commitment Letter and comply with Parent’s obligations thereunder (provided that the Commitment Letter may be amended, supplemented, modified and replaced as set forth below), (ii) satisfy on a timely basis all conditions applicable to Parent to the funding of the Financing set forth in the Commitment Letter and any definitive documents executed in connection therewith (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply with its obligations under this Agreement), (iii) negotiate, execute and deliver definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter (including, if necessary, any “flex” provisions) and (iv) in the event of a failure to fund by the Financing Sources in accordance with the Commitment Letter that prevents, impedes or delays the Closing, enforce its rights under the Commitment Letter and the definitive agreements with respect thereto. Parent shall keep the Company reasonably informed of the status of the Financing and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the Financing. Without limiting the generality of the foregoing, Parent agrees to notify the Company promptly, and in any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) the Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties to the Commitment Letter notifies Parent that such party no longer intends to provide financing on the terms set forth therein.

Financing and Financing Cooperation. (a) Parent shall use its, and shall cause its controlled Affiliates to use their, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper or advisable to obtain the Debt Financing contemplated by the Debt Financing Commitment Letter on or prior to the Closing Date on the terms and conditions described in the Debt Financing Commitment Letter, including using reasonable best efforts to to: (i) maintain in effect and enforce the Debt Financing Commitment Letter and any Definitive Debt Financing Agreements and comply with Parent’s its obligations thereunder (provided that the Commitment Letter may be amended, supplemented, modified and replaced as set forth below), thereunder; (ii) satisfy (or, if deemed advisable by Parent, seek a waiver of) on a timely basis all conditions applicable to Parent to the funding of the Debt Financing (including the Financing Conditions) set forth in the Debt Financing Commitment Letter and any definitive documents executed the Definitive Debt Financing Agreements, in connection therewith (other than any condition where each case, within the failure control of Parent and required to be so satisfied is a direct result of the Company’s failure to comply with its obligations under this Agreement), by it; (iii) negotiate, execute negotiate and deliver enter into definitive debt financing agreements with respect thereto on a timely basis on the terms and subject to the conditions contemplated by the Debt Financing Commitment Letter (including, if necessary, any “flex” provisions) (the “Definitive Debt Financing Agreements”); and (iv) if the Debt Financing is necessary to consummate the transactions contemplated hereby and the conditions set forth in Section 7.1 and Section 7.2 and the event Financing Conditions have been satisfied or, upon funding would be satisfied, enforce all of a failure its rights under the Debt Financing Commitment Letter of the Definitive Debt Financing Agreements and cause the Financing Source Parties to fund the full amount of the Debt Financing. Parent shall give the Company prompt written notice (i) of, to the Knowledge of Parent, any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to result in breach or default) by any party to the Debt Financing Commitment Letter, (ii) if and when, to the Knowledge of Parent, any portion of the Debt Financing contemplated by the Debt Financing Sources Commitment Letter may not be available on the Closing Date for the purposes of consummating the transactions contemplated by this Agreement, and (iii) of any expiration or termination of the Debt Financing other than an expiration or termination in accordance with the terms of the Debt Financing Commitment Letter that preventsLetter. Upon the reasonable request of the Company, impedes or delays the Closing, enforce its rights under the Commitment Letter and the definitive agreements with respect thereto. Parent shall keep the Company informed on a reasonably informed of current basis with reasonably detailed information about the status of its efforts to obtain the Debt Financing contemplated by the Debt Financing Commitment Letter and developments with respect thereto the Replacement Financings, if any, and shall provide to the Company copies of all material definitive documents related to the FinancingDebt Financing (provided, however, any fee letter may be customarily redacted in respect of (x) fee amounts and pricing and (y) terms of any market flex in a manner reasonably satisfactory to the Financing Source Parties). Without limiting If the generality Debt Financing is necessary to consummate the transactions contemplated hereby, then neither Parent nor any of its Subsidiaries shall take any action that could reasonably be expected to materially delay or prevent the consummation of the foregoingtransactions contemplated hereby, Parent agrees to notify including the Company promptly, and in any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) the Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties to the Commitment Letter notifies Parent that such party no longer intends to provide financing on the terms set forth thereinDebt Financing.

Financing and Financing Cooperation. (a) Parent shall use itsshall, and shall cause its controlled Affiliates to Subsidiaries to, use their, reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable reasonably necessary to obtain consummate the Financing or any Substitute Financing in an amount sufficient, together with cash on hand, amounts available to be drawn on the Parent Revolving Credit Facilities, and any other committed financing that replaces or prior supplements the Financing consistent with the terms set forth in this Section 5.15, to consummate the Merger and the other transactions contemplated hereby no later than the Closing, including, to the Closing Date on extent necessary to consummate the terms Merger and conditions described in the Commitment Lettersuch other transactions, including using reasonable best efforts to (i) (A) maintain in effect the Debt Letters and enforce the Commitment Letter and in all material respects comply with Parent’s all of their respective obligations thereunder and (provided that the Commitment Letter may be amended, supplemented, modified and replaced as set forth below), (ii) satisfy on a timely basis all conditions applicable to Parent to the funding of the Financing set forth in the Commitment Letter and any definitive documents executed in connection therewith (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply with its obligations under this Agreement), (iiiB) negotiate, execute enter into and deliver definitive agreements with respect thereto on to the Financing reflecting the terms and conditions contemplated by the Commitment Letter (including, if necessary, any “flex” provisions) and (iv) contained in the event of a failure to fund Debt Letters (or with other terms agreed by Parent and the Financing Sources Parties, subject to the restrictions on amendments of the Debt Letters set forth below), so that such agreements are in accordance with the Commitment Letter that prevents, impedes or delays effect no later than the Closing, enforce its rights under and (ii) satisfying on a timely basis all the Commitment Letter conditions to the Financing and the definitive agreements with respect theretorelated thereto that are in Parent’s (or its Subsidiaries’) control. In the event that all conditions set forth in Sections 6.1 and 6.2 have been satisfied or waived or, upon funding of the Financing, shall have been satisfied or waived, Parent shall, and shall cause its Subsidiaries to, use reasonable best efforts to cause the Persons providing the Financing (the “Financing Parties”) to fund on the Closing Date the Financing, to the extent the proceeds thereof are required to consummate the Merger and the other transactions contemplated hereby. Parent shall keep pay, or cause to be paid, as the Company reasonably informed of same shall become due and payable, all fees and other amounts under the status of the Financing and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the Financing. Without limiting the generality of the foregoing, Parent agrees to notify the Company promptly, and in any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) the Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties to the Commitment Letter notifies Parent that such party no longer intends to provide financing on the terms set forth thereinDebt Letters.

Financing and Financing Cooperation. (a) Parent shall use itsshall, and shall cause its controlled Affiliates to the Borrowers and certain of their Subsidiaries who shall be guarantors under the Financing, in each case to, use their, reasonable best efforts to take, take (or cause to be taken) all actions, all actions and to do, do (or cause to be done, ) all things necessary, proper or advisable to obtain the Financing on or prior to the Closing Date on the terms and subject to the conditions described set forth in the Commitment LetterLetter as promptly as possible such that as of the Closing, Parent shall consummate the Financing, including by using reasonable best efforts to (i) maintain negotiate and enter into definitive agreements with respect to the Financing (the “Financing Documents”) on the terms and conditions contained in effect and enforce the Commitment Letter and comply with Parent’s obligations thereunder or on other terms (provided subject to the limitations contained in this Section 8.3(a)) that would not reasonably be expected to prevent or delay the Commitment Letter may Integrated Mergers, the other Transactions or the date on which the Financing could be amended, supplemented, modified and replaced as set forth below), obtained or make the timely funding of the full amount of the Financing less likely to occur; (ii) satisfy (or, if deemed advisable by both Parent and the Company, seek a waiver of) on a timely basis all conditions applicable to Parent to the funding in any Financing Documents and otherwise comply with all of the Financing set forth its obligations thereunder; (iii) maintain in effect the Commitment Letter and any definitive documents executed Financing Documents until the Financing is consummated or this Agreement is terminated in connection therewith (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply accordance with its obligations under this Agreementterms; (iv) subject to clause (ii), (iii) negotiate, execute and deliver definitive agreements with respect thereto on the terms and assuming that all conditions contemplated by contained in the Commitment Letter (includinghave been satisfied, if necessary, any “flex” provisions) consummate the Financing on a timely basis and satisfy all obligations of each of Parent or Merger Sub pursuant to this Agreement; and (ivv) enforce the Borrower’s rights under the Commitment Letter and/or any Financing Documents (as applicable) in the event of a failure breach by any counterparty thereto that could reasonably be expected to fund by prevent or delay the Financing Sources in accordance consummation of the Transactions. Parent and the Merger Subs shall comply with the Commitment Letter that preventstheir obligations, impedes or delays the Closingand enforce their rights, enforce its rights under the Commitment Letter and the definitive agreements with respect theretoFinancing Documents in a timely and diligent matter. Parent shall give the Company prompt oral and written notice of any breach or default by any party to any Financing Documents or any Alternative Financing (as defined below), in each case of which it has become aware, and any purported termination or repudiation by any party to any Financing Documents or any Alternative Financing, in each case of which it has become aware, or upon receipt of written notice of any dispute or disagreement between or among the parties to any Financing Documents or any Alternative Financing or any Financing Source. Neither Parent, nor any Subsidiary of Parent, shall amend, waive or modify any material provision of the Commitment Letter, except as contemplated by Section 2 thereof (or the terms and conditions of the Financing referred to therein) without the consent of the Company. Furthermore, notwithstanding the foregoing, in no event shall Parent (or any Subsidiary of Parent) amend, supplement, terminate, waive or otherwise modify the Commitment Letter, except as contemplated by Section 2 thereof (or the terms and conditions of the Financing referred to therein), in any manner, if such amendment, supplement, termination, waiver or other modification shall (A) reduce (or would reasonably be expected to have the effect of reducing) the aggregate amount of available financing, (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Financing or adversely amends or modifies any of the conditions of the Financing, (C) materially delay, prevent or impede the timely funding of the Financing (or the satisfaction of the conditions to the Financing) or the consummation of the Integrated Mergers or the other Transactions, (D) adversely impact the ability of any of Parent or the Merger Subs to enforce its rights against the other parties to the Commitment Letter or the Financing Documents and/or (E) shorten the length of the commitment period provided in the Commitment Letter, in each case, without the written consent of the Company. In each case, promptly upon the Company’s request to Parent, Parent shall (1) provide to the Company copies, as and when available, of all substantially final drafts and executed definitive agreements for the Financing Documents (excluding any provisions related solely to fees and other economic terms), and (2) keep the Company reasonably informed of the status of the Financing its efforts to arrange, negotiate and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to close the Financing. Without limiting the generality of the foregoing, Parent agrees to notify the Company promptly, and in any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) the Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties to the Commitment Letter notifies Parent that such party no longer intends to provide financing on the terms set forth therein.

Financing and Financing Cooperation. (a) Parent shall use itsshall, and shall cause its controlled Affiliates to Subsidiaries to, in each case, use their, reasonable best efforts to take, take (or cause to be taken) all actions, all actions and to do, do (or cause to be done, ) all things necessary, proper or advisable such that prior to obtain or on the Closing, Parent may consummate the Financing on the terms and subject to the conditions set forth in the Commitment Letter (including any “flex” terms contained in the fee letter described therein), including by using reasonable best efforts to: (i) negotiate and enter into definitive agreements with respect to the Financing (the “Financing Documents”) (in each case on terms and subject to the conditions contained in the Commitment Letter (including any “flex” terms contained in the fee letter described therein) and except as otherwise permitted to be modified in accordance with this Section 8.5(a)); (ii) satisfy (or, if deemed advisable by Parent, seek a waiver of) on a timely basis all conditions precedent to the funding of the Financing on the Closing Date under the Commitment Letter that are applicable to Parent and are within its control (other than those conditions that by their respective terms will be satisfied on the Closing Date); (iii) maintain in effect the Commitment Letter (until the termination thereof in accordance with the terms thereof) (except for amendments, amendments and restatements, supplements, replacements, terminations, waivers and modifications not prohibited by the terms thereof and this Section 8.5(a)) until the Financing is consummated or this Agreement is terminated in accordance with its terms; (iv) upon the satisfaction of all conditions to the funding of the Financing contained in the Commitment Letter and/or the Financing Documents (as applicable) and the satisfaction of the conditions in Sections 9.1 and 9.2, consummate the Financing at or prior to the Closing Date on to the terms extent necessary to fund the Required Amount; and conditions (v) enforce Parent’s rights under the Commitment Letter and/or any Financing Documents (as applicable) in the event of a breach by any counterparty thereto that would reasonably be expected to prevent Parent or Merger Sub from consummating the Transactions at the Closing. Parent shall give the Company prompt notice of any material breach or default by any party to any Financing Documents or any Alternative Financing (as defined below), in each case of which it has become aware, and upon receipt of written notice, of any actual termination or repudiation by any party to any Financing Documents or any Alternative Financing; provided that in no event will Parent or any of its Subsidiaries be under any obligation to disclose any information pursuant to this Section 8.5(a) that is subject to attorney client or similar privilege if Parent or the applicable Subsidiary of Parent, as applicable, shall have used its reasonable best efforts to disclose such information in a way that would not waive such privilege. Neither Parent, nor any Subsidiary of Parent, shall amend, amend and restate, supplement, replace, terminate (prior to the expiration thereof in accordance with its terms), waive any of its rights under or otherwise modify any material provision of the Commitment Letter without the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided that, notwithstanding the foregoing or anything to the contrary contained in this Agreement, Parent (or any Subsidiary of Parent) may amend, amend and restate, supplement, replace, terminate, waive or otherwise modify the Commitment Letter or substitute other debt financing for all or any portion of the Financing, in any manner, in each case, so long as the foregoing shall not (i) except as may be contemplated by any “flex” provisions contained in the fee letter described in the Commitment Letter, including using reasonable best efforts reduce (or have the effect of reducing) the aggregate amount of the proceeds of the Financing below the amount necessary, when taken together with all other sources of cash available to (i) maintain in effect Parent, the Company and enforce their respective Subsidiaries, to fund the Commitment Letter and comply with Parent’s obligations thereunder (provided that the Commitment Letter may be amended, supplemented, modified and replaced as set forth below)Required Amount, (ii) satisfy on a timely basis all impose new or additional conditions applicable to Parent precedent or expand upon the conditions precedent to the funding of the Financing at the Closing as set forth in the Commitment Letter and any definitive documents executed Letter, in connection therewith (other than any condition where each case, in a manner that would reasonably be expected to delay or prevent the failure ability of Parent or Merger Sub to be so satisfied is a direct result of consummate the Company’s failure to comply with its obligations under this Agreement)Transactions, and/or (iii) negotiateshorten the length of the commitment period provided in the Commitment Letter (provided that (A) in any event, execute Parent may amend the Commitment Letter to implement any “flex” provisions contained in the fee letter described in the Commitment Letter or to add lenders, lead arrangers, bookrunners, syndication agents, documentation agents or other Financing Sources that had not executed the Commitment Letter as of the date hereof and, in connection therewith, amend the economic and deliver definitive agreements other arrangements with respect thereto to the appointment of such additional lenders, lead arrangers, bookrunners, syndication agents, documentation agent or other Financing Sources). In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated by contained in the Commitment Letter (including, if necessary, including any “flex” provisionsterms contained in the fee letter described therein), Parent shall use reasonable best efforts to arrange to obtain alternative financing (“Alternative Financing”) from alternative sources in an amount that, when taken together with all other sources of cash available to Parent, the Company and their respective Subsidiaries, is at least the amount necessary to fund the Required Amount (ivon terms and conditions taken as a whole that are not less favorable to Parent (as determined in the reasonable judgment of Parent) than those contained in the Commitment Letter on the date hereof (including any “flex” terms contained in the fee letter described therein) in the event aggregate when taken as a whole) and, in any event, it is understood and agreed that Parent shall not be required to (i) incur any fees or out-of-pocket expenses (other than its own out-of-pocket expenses in connection with the Financing) in connection therewith that are in excess of a failure those specified in the Commitment Letter (or in the fee letter described therein), (ii) except as required by this Section 8.5(a) with respect to fund by the Alternative Financing or any “flex” provision of the fee letter referred to in the Commitment Letter, modify the terms of the Financing Sources or (iii) agree to economic terms of such Alternative Financing that are less favorable than the terms of the Financing. The term “Financing” as used in this Agreement shall be deemed to include any Alternative Financing and the term “Commitment Letter” as used in this Agreement shall be deemed to include any amendment, amendment and restatement, supplement, replacement or other modification to or substitution of the Commitment Letter entered into in accordance with the Commitment Letter that prevents, impedes terms hereof and any commitment letters or delays the Closing, enforce its rights under the Commitment Letter and the definitive agreements other applicable documents entered into with respect thereto. Parent shall keep the Company reasonably informed of the status of the Financing and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the any Alternative Financing. Without limiting the generality of the foregoing, Parent agrees to notify the Company promptly, and in any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) the Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties to the Commitment Letter notifies Parent that such party no longer intends to provide financing on the terms set forth therein.

Financing and Financing Cooperation. (a) Parent shall use its, its reasonable best efforts to take and shall cause each of its controlled Affiliates Subsidiaries to use their, their respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the Financing (taking into account the amount of any applicable Alternative Financing) in an amount sufficient to fund the Financing Amounts on or prior the date on which the Merger is required to be consummated pursuant to the Closing Date on the terms and conditions described in the Commitment Letterhereof, including by using reasonable best efforts to (i) maintain in effect and enforce the Commitment Letter and comply with Parent’s obligations thereunder (provided that the Commitment Letter may be amended, supplemented, modified and replaced as set forth below)Letters, (ii) negotiate and enter into definitive agreements with respect to the Debt Financing required to pay the Financing Amounts (after taking into account any available Equity Financing and the Alternative Financing (if applicable)) (the “Definitive Agreements”) consistent with the terms and conditions contained in the Debt Commitment Letter (including, as necessary, the “flex” provisions contained in any related fee letter) and without any Prohibited Modification, (iii) satisfy on a timely basis all conditions applicable required to Parent to the funding of the Financing set forth be satisfied by it in the Commitment Letter Letters and any definitive documents executed in connection therewith (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply Definitive Agreements and complying with its obligations under this Agreement), (iii) negotiate, execute and deliver definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter (including, if necessary, any “flex” provisions) thereunder and (iv) in the event of a failure to fund by the Financing Sources in accordance with the Commitment Letter that prevents, impedes or delays the Closing, enforce its rights under the Commitment Letter Letters and the definitive agreements with respect thereto. Parent shall keep the Company reasonably informed of the status of the Financing Definitive Agreements in a timely and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the Financingdiligent manner. Without limiting the generality of the foregoing, in the event that all conditions contained in the Commitment Letters or the Definitive Agreements (other than the consummation of the Merger, those conditions that by their nature are to be satisfied at the Closing and those conditions the failure of which to be satisfied is attributable to a breach by Parent agrees to notify the Company promptlyor Merger Sub of its representations, warranties, covenants or agreements contained in this Agreement, and in other than, with respect to the Debt Financing, the availability of the Equity Financing and, with respect to the Equity Financing, the availability of the Debt Financing) have been satisfied, Parent and Merger Sub shall fully enforce the counterparties’ obligations under the Commitment Letters and cause the Guarantors to, and shall use reasonable best efforts to cause the Debt Financing Entities to, comply with their respective obligations thereunder, including to fund the Financing. Neither Parent, Merger Sub nor any event within three of their Subsidiaries shall, without the prior written consent of the Company: (3i) Business Days after the Parent obtains knowledge thereofpermit, consent to or agree to any amendment, replacement, supplement, or modification to, or any waiver of, any provision or remedy under, any Commitment Letter or any Definitive Agreement if at any time such amendment, replacement, supplement, modification, waiver or remedy (A) adds new (or adversely modifies any existing) conditions to the Commitment Letter shall expire consummation of all or be terminated for any reason or portion of the Financing, (B) reduces the aggregate principal amount of the Financing below the amount necessary to satisfy the Financing Amounts, (C) adversely affects the ability of Parent or Merger Sub to enforce its rights against other parties to any Commitment Letter or any Definitive Agreement as so amended, replaced, supplemented or otherwise modified relative to the ability of Parent to enforce its rights against the other parties to the corresponding Commitment Letters as in effect on the date of this Agreement or (D) could otherwise reasonably be expected to prevent, impair, impede or materially delay the consummation of the Merger and the other Transactions (the effects described in clauses (A) through (D), collectively, the “Prohibited Modifications”); provided that the Debt Commitment Letter notifies may be amended to add additional lenders, lead arrangers, bookrunners, syndication agents or other entities who had not executed the Debt Commitment Letter as of the date of this Agreement so long as any such addition would not effect a Prohibited Modification, or (ii) terminate or cause the termination of any Commitment Letter or any Definitive Agreement. Parent that such party no longer intends shall promptly deliver to provide financing on the terms set forth thereinCompany copies of any amendment, replacement, supplement, termination, modification or waiver to the Commitment Letters and/or Definitive Agreements.

Financing and Financing Cooperation. (a) Parent and Teton Merger Sub shall use its, and shall cause its controlled Affiliates to use their, their respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable to obtain the Financing in an amount sufficient to fund the Financing Amount (giving effect, on or prior the Closing Date, to the Closing Date amount of Available Cash) on the date upon which the Teton Merger is required to be consummated pursuant to the terms hereof and on the terms and conditions (including, to the extent applicable, the “flex” provisions) described in the Commitment LetterLetters and any related fee letters (or on other terms that, with respect to conditionality, are not less favorable to Parent than the terms and conditions (including any “flex” provisions) set forth in the Commitment Letters, subject to the Prohibited Modifications), including by using their respective reasonable best efforts to (i) maintain in effect and enforce the Commitment Letter and comply with Parent’s obligations thereunder (provided that the Commitment Letter may be amended, supplemented, modified and replaced as set forth below)Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until reasonably necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including, as necessary, “flex” provisions contained in any fee letter) contemplated by the Debt Commitment Letter and the related fee letter (or on other terms that, with respect to conditionality, are not less favorable to Parent than the terms and conditions (including any “flex” provisions) set forth in the Debt Commitment Letter, subject to the Prohibited Modifications) (the “Definitive Agreements”) and (iii) after taking into account the timing of the Marketing Period, satisfy on a timely basis all conditions to funding that are applicable to Parent to the funding of the Financing set forth or Teton Merger Sub in the Commitment Letter Letters and the Definitive Agreements that are within their (or any definitive documents executed of their respective controlled Affiliates’) control (or, if deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Teton Merger Sub contained in connection therewith (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to Commitment Letters and such Definitive Agreements) and comply with its obligations under this Agreement)thereunder. Parent and Teton Merger Sub shall use their respective reasonable best efforts to comply with their obligations, (iii) negotiateand enforce their rights, execute and deliver definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter (including, if necessary, any “flex” provisions) and (iv) in the event of a failure to fund by the Financing Sources in accordance with the Commitment Letter that prevents, impedes or delays the Closing, enforce its rights under the Commitment Letter Letters and the definitive agreements with respect thereto. Parent shall keep the Company reasonably informed of the status of the Financing Definitive Agreements in a timely and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the Financingdiligent manner. Without limiting the generality of the foregoing, Parent agrees to notify in the Company promptly, and event that all conditions contained in any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) the Commitment Letter shall expire or be terminated for any reason or the Definitive Agreements (B) any other than the consummation of the other parties Teton Merger, those conditions that by their nature are to be satisfied or waived at Closing, but which conditions are capable of being satisfied, and, with respect to the Commitment Letter notifies Debt Financing, the availability of the Preferred Securities Financing) have been satisfied or waived, Parent that such party no longer intends shall use its reasonable best efforts to provide financing on cause the terms set forth thereinDebt Financing Parties and Preferred Securities Investors, as applicable, to comply with their respective obligations thereunder, including to fund the Financing.

Financing and Financing Cooperation. (a) Parent Each of Buyer and Merger Sub shall use its, and shall cause its controlled Affiliates to use their, commercially reasonable best efforts to obtain the Debt Financing at Closing on the terms and conditions described in the Debt Commitment Letter (provided that Buyer and Merger Sub may amend, restate, supplement or otherwise modify the Debt Commitment Letter, including, without limitation, (x) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement or (y) to implement any flex provisions applicable thereto so long as, in each case, taking into account the expected timing of the Marketing Period, such action would not reasonably be expected to (i) delay or prevent the Closing, (ii) reduce the aggregate principal amount of the financing below the amount necessary (after giving effect to any other debt and cash on hand) to consummate the transactions contemplated hereby, (iii) impose additional conditions that would reasonably be expected to make the Debt Financing, in an amount necessary (together with any other debt and cash on hand) to consummate the Closing, less likely to be obtained or (iv) materially and adversely impact the ability of the Buyer to enforce its rights under the Debt Commitment Letter), including using commercially reasonable efforts to (1) take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to obtain the Financing on or prior to the Closing Date on the terms and conditions described in the Commitment Letterconnection therewith, including using reasonable best efforts to (i2) maintain in effect and enforce the Debt Commitment Letter and comply with Parent’s obligations thereunder (provided that for as long as the Commitment Letter may transactions contemplated by this Agreement are required to be amended, supplemented, modified and replaced as set forth below)consummated, (ii3) taking into account the expected timing of the Marketing Period, satisfy on a timely basis all conditions applicable to Parent to the funding of the Financing set forth Buyer and Merger Sub in the Debt Commitment Letter that are within their control and any definitive documents executed otherwise comply in connection therewith (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply all material respects with its obligations under this Agreement)thereunder, (iii4) negotiate, execute and deliver negotiate definitive agreements with respect thereto on the terms and conditions (including, to the extent the same are exercised, the flex provisions) contemplated by the Debt Commitment Letter or on other terms acceptable to Buyer that would not (includingI) reduce the aggregate amount of the Debt Financing or (II) impose new or additional conditions precedent to the receipt of the Debt Financing, in the case of this clause (II) in a manner that, taking into account the expected timing of the Marketing Period, would reasonably be expected to delay or prevent the Closing Date, (5) if necessaryall of the conditions to funding in the Debt Commitment Letter and all of the conditions to Buyer’s and Merger Sub’s obligations under Section 7.01 and Section 7.02 (other than those conditions that, any “flex” provisionsby their terms, will be satisfied on the Closing Date) have been satisfied or waived, consummate the Debt Financing at Closing and (iv6) so long as the conditions in the event of a failure to fund by the Financing Sources in accordance with the Commitment Letter that prevents, impedes or delays the Closingimmediately preceding clause (5) have been satisfied, enforce its their rights under the Debt Commitment Letter and the definitive agreements with respect thereto. Parent shall keep the Company reasonably informed of the status of the Financing and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the FinancingLetter. Without limiting the generality of the foregoing, Parent agrees to notify Buyer and Merger Sub shall give the Company promptlyprompt notice: (A) of any material breach or default by any party to the Debt Commitment Letter; (B) of the receipt of any written notice or other written communication from any Debt Financing Source with respect to any (x) breach, default, termination or repudiation of the Debt Commitment Letter by any party to the Debt Commitment Letter or (y) material dispute between or among Buyer, on the one hand, and the Debt Financing Sources, on the other hand, with respect to the availability of the Debt Financing; (C) if for any reason Buyer or Merger Sub believes in good faith that (x) there is a material dispute between or among Buyer, on the one hand, and the Debt Financing Sources, on the other hand, with respect to the availability of the Debt Financing or (y) there is a material possibility that it will not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Debt Commitment Letter; and (D) if for any reason any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter; provided that neither Buyer nor any of its Affiliates shall be under any obligation to disclose any information to the extent that (1) such information is subject to attorney-client or similar privilege (but only if such privilege is asserted in good faith) or (2) the disclosure of which would be prohibited or restricted by applicable Law. As soon as reasonably practicable, but in any event within three (3) Business Days Days, after the Parent obtains knowledge thereofdate the Company delivers to Buyer or Merger Sub a written request, if at Buyer and Merger Sub shall provide any time information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B), (C) the Commitment Letter shall expire or be terminated for any reason or (BD) any of the other parties to immediately preceding sentence. If any portion of the Commitment Letter notifies Parent that such party no longer intends to provide financing Debt Financing becomes unavailable on the terms set forth thereinand conditions (including the flex provisions) contemplated in the Debt Commitment Letter, Buyer shall use its commercially reasonable efforts to obtain alternative financing 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; it being understood that Buyer shall have no obligation to accept terms that are materially less favorable, taken as a whole (after taking into account any flex provisions), to Buyer than those included in the Debt Commitment Letter as of the date hereof. Buyer shall keep the Company reasonably informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing (subject to any applicable restrictions in the Debt Commitment Letter). For purposes of this Agreement, the definitions of “Debt Commitment Letter,” “Debt Financing” and related definitions shall include the Debt Commitment Letter and, if entered into prior to Closing, any document related thereto as the same may be amended, waived, modified or replaced pursuant to this Section 5.18(a).

Financing and Financing Cooperation. (a) Parent shall use its, its reasonable best efforts to take and shall cause each of its controlled Affiliates Subsidiaries to use their, their respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the Financing in an amount sufficient to fund the Financing Amounts on or prior the date on which the Merger is required to be consummated pursuant to the Closing Date on the terms and conditions described in the Commitment Letterhereof, including by using reasonable best efforts to (i) maintain in effect and enforce the Commitment Letter and comply with Parent’s obligations thereunder (provided that the Commitment Letter may be amended, supplemented, modified and replaced as set forth below)Letters, (ii) negotiate and enter into definitive agreements with respect to the Debt Financing required to pay the Financing Amounts (after taking into account any available Equity Financing) (which, with respect to the bridge facility documentation, shall not be required until reasonably necessary in connection with the funding of the Debt Financing required to pay the Financing Amounts (after taking into account any Equity Financing)) (the “Definitive Agreements”) consistent with the terms and conditions contained in the Debt Commitment Letters (including, as necessary, the “flex” provisions contained in any related fee letter) and without any Prohibited Modification, (iii) satisfy on a timely basis all conditions applicable required to Parent to the funding of the Financing set forth be satisfied by it in the Commitment Letter Letters and any definitive documents executed in connection therewith (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply Definitive Agreements and complying with its obligations under this Agreement), (iii) negotiate, execute and deliver definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter (including, if necessary, any “flex” provisions) thereunder and (iv) in the event of a failure to fund by the Financing Sources in accordance with the Commitment Letter that prevents, impedes or delays the Closing, enforce its rights under the Commitment Letter Letters and the definitive agreements with respect thereto. Parent shall keep the Company reasonably informed of the status of the Financing Definitive Agreements in a timely and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the Financingdiligent manner. Without limiting the generality of the foregoing, in the event that all conditions contained in the Commitment Letters or the Definitive Agreements (other than the consummation of the Merger, those conditions that by their nature are to be satisfied at the Closing and those conditions the failure of which to be satisfied is attributable to a breach by Parent agrees to notify the Company promptlyor Merger Sub of its representations, warranties, covenants or agreements contained in this Agreement, and in other than, with respect to the Debt Financing, the availability of the Equity Financing and, with respect to the Equity Financing, the availability of the Debt Financing) have been satisfied, Parent and Merger Sub shall fully enforce the counterparties’ obligations under the Commitment Letters and cause the Equity Investors to, and shall use reasonable best efforts to cause the Debt Financing Entities to, comply with their respective obligations thereunder, including to fund the Financing. Neither Parent, Merger Sub nor any event within three of their Subsidiaries shall, without the prior written consent of the Company: (3i) Business Days after the Parent obtains knowledge thereofpermit, consent to or agree to any amendment, replacement, supplement, or modification to, or any waiver of, any provision or remedy under, any Commitment Letter or any Definitive Agreement if at any time such amendment, replacement, supplement, modification, waiver or remedy (A) adds new (or adversely modifies any existing) conditions to the Commitment Letter shall expire consummation of all or be terminated for any reason or portion of the Financing, (B) reduces the aggregate principal amount of the Financing below the amount necessary to satisfy the Financing Amounts, (C) adversely affects the ability of Parent or Merger Sub to enforce its rights against other parties to any Commitment Letter or any Definitive Agreement as so amended, replaced, supplemented or otherwise modified relative to the ability of Parent to enforce its rights against the other parties to the corresponding Commitment Letters as in effect on the date of this Agreement or (D) could otherwise reasonably be expected to prevent, impair, 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 the Debt Commitment Letters may be amended to add additional lenders, lead arrangers, bookrunners, syndication agents or other entities who had not executed the Debt Commitment Letters as of the date of this Agreement so long as any such addition would not effect a Prohibited Modification, or (ii) terminate or cause the termination of any Commitment Letter notifies or any Definitive Agreement. Parent that such party no longer intends shall promptly deliver to provide financing on the terms set forth thereinCompany copies of any amendment, replacement, supplement, termination, modification or waiver to the Commitment Letters and/or Definitive Agreements.

Financing and Financing Cooperation. (a) Parent Each of Acquiror and Subs shall use its, and shall cause its controlled Affiliates to use their, reasonable best efforts to take, take (or cause to be taken) all actions, all actions and to do, do (or cause to be done, ) all things necessary, proper or advisable to consummate and obtain the proceeds of the Debt Financing on or prior to contemplated by the Closing Date Debt Financing Commitments on the terms and conditions described in the Commitment LetterDebt Financing Commitments (including any flex provisions applicable thereto), including using reasonable best efforts to (i) maintain in effect and enforce the Commitment Letter and comply with Parent’s obligations thereunder (provided that the Commitment Letter may be amended, supplemented, modified and replaced as set forth below), (ii) satisfy on a timely basis all conditions applicable to Parent to the funding of the Financing set forth in the Commitment Letter and any definitive documents executed in connection therewith (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply with its obligations under this Agreement), (iii) negotiate, execute and deliver negotiate definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter (including, if necessaryapplicable, any “flex” the flex provisions) contained therein or on other terms not materially less favorable, in the aggregate, to Acquiror than those contained in the Debt Financing Commitments (as determined in the reasonable judgment of Acquiror) and not in violation of this Section 5.18(a) (including clauses (A)-(C) below), (ii) satisfy (or, if deemed advisable by Acquiror, seek a waiver of) on a timely basis all conditions applicable to Acquiror and Subs in the Debt Financing Commitments and otherwise comply with its obligations thereunder and pay related fees and expenses on the Closing Date or otherwise as and when due and payable, (iii) maintain in effect the Debt Financing Commitments in accordance with the terms thereof (except for amendments and supplements not prohibited by this Section 5.18(a)) until the Transactions are consummated or this Agreement is terminated in accordance with its terms, and (iv) enforce its rights under the Debt Financing Commitments in the event of a failure breach by any counterparty thereto. Acquiror shall have the right from time to fund time to amend, supplement, amend and restate or modify the Debt Financing Commitments; provided, that any such amendment, supplement, amendment and restatement or other modification shall not, without the prior written consent of the Company (A) add new (or adversely modify any existing) conditions precedent to the Debt Financing as set forth in the Debt Financing Commitments as in effect on the date hereof, (B) reduce the aggregate amount of the Debt Financing Commitments (including by changing the amount of fees to be paid or original issue discount of the Debt Financing Sources as set forth in accordance with the Commitment Letter Debt Financing Commitments) in a manner that preventswould adversely impact the ability of Acquiror to consummate the Merger or that would otherwise be expected to delay or impede the Merger or that would result in the inability of Acquiror to make the representation set forth in the last sentence of Section 4.6 after giving effect to any such reduction or (C) otherwise be reasonably expected to (1) prevent, impedes impede or delays delay the Closingconsummation of the Merger and the other Transactions, (2) make the funding of the Debt Financing as set forth in the Debt Financing Commitments less likely to occur or (3) adversely impact the ability of Acquiror or Subs to enforce its their rights under against the Commitment Letter and other parties to the Debt Financing Commitments or the definitive agreements with respect thereto. Parent shall keep For the Company reasonably informed avoidance of doubt, Acquiror may amend, supplement, amend and restate, modify or replace the Debt Financing Commitments as in effect at the date hereof (x) to add or replace lenders, arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitments as of the status date of this Agreement or (y) to increase the amount of indebtedness contemplated by the Debt Financing Commitments (provided that, when and developments with respect thereto and shall provide to the Company copies extent drawn, the borrowing of all material definitive documents related such commitments as so increased would not result in the Acquiror and Subs, on a consolidated basis, failing to the Financingbe Solvent). Without limiting the generality For purposes of the foregoingthis Agreement, Parent agrees (i) references to notify the Company promptly, and in any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) the Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties to the Commitment Letter notifies Parent that such party no longer intends to provide financing on the terms set forth therein.“

Financing and Financing Cooperation. (a) Parent shall use its, and shall cause its controlled Affiliates to use their, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper or advisable to obtain the proceeds of the Financing on or prior to the Closing Date on the terms and conditions described in the Commitment LetterLetter (including the exercise of any "market flex" provisions in the related fee letters), including using reasonable best efforts to to: (i) maintain in full force and effect and enforce the Commitment Letter and comply with Parent’s its obligations and conditions thereunder (provided that the Commitment Letter may be amended, supplemented, modified and replaced as set forth below), ; (ii) satisfy on a timely basis (or obtain the 51 waiver of and taking into account the expected timing of the Closing) and in a manner that will not impede the ability of the parties to consummate the Merger in advance of the End Date all conditions and covenants applicable to Parent and Merger Sub to the funding of the Financing (including the Financing Conditions) set forth in the Commitment Letter and any definitive documents agreements executed in connection therewith (other than any condition where the failure within Parent's and Merger Sub's control to be so satisfied is a direct result of the Company’s failure to comply with its obligations under this Agreement)satisfy, (iii) negotiatenegotiate and enter into, execute and deliver on or prior to the Closing Date, definitive agreements with respect thereto to the Financing (and promptly upon execution thereof provide executed copies of such definitive agreements to the Company) on the terms and conditions contemplated by the Commitment Letter (including, if necessary, any “the exercise of "market flex” provisions" provisions in the related fee letters) that are not materially less favorable to Parent and Merger Sub than the terms and conditions (including, if necessary, the exercise of "market flex" provisions in the related fee letters) contemplated by the Commitment Letter and (iv) in consummate the Financing at or prior to the Closing. In the event that all Financing Conditions have been or, upon funding of a failure to fund by the Financing Sources in accordance will be, satisfied, Parent and Merger Sub shall use their reasonable best efforts to cause the Financing Sources, lenders and the other persons providing or committing to provide the Financing to comply with the Commitment Letter that prevents, impedes or delays the Closing, enforce its rights their obligations under the Commitment Letter and definitive financing agreements and to fund on or before the definitive agreements with respect theretoClosing Date the Financing required to consummate the Merger and the other transactions contemplated by this Agreement. Parent shall keep the Company reasonably informed on a regular basis and in reasonable detail of the status of its efforts to arrange the 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 the Financing and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the Financing. Without limiting the generality of the foregoing, Parent agrees to notify the Company promptly, and in any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) the Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties to the Commitment Letter notifies Parent that such party no longer intends to provide financing on the terms set forth thereinproposed funding date thereunder.

Financing and Financing Cooperation. (a) Parent shall use itsshall, and shall cause its controlled Affiliates to the Borrowers and certain of their Subsidiaries who shall be guarantors under the Financing, in each case to, use their, reasonable best efforts to take, take (or cause to be taken) all actions, all actions and to do, do (or cause to be done, ) all things necessary, proper or advisable to obtain the Financing on or prior to the Closing Date on the terms and subject to the conditions described set forth in the Commitment LetterLetter as promptly as possible such that as of the Closing, Parent shall consummate the Financing, including by using reasonable best efforts to (i) maintain negotiate and enter into definitive agreements with respect to the Financing (the “Financing Documents”) on the terms and conditions contained in effect and enforce the Commitment Letter and comply with Parent’s obligations thereunder or on other terms (provided subject to the limitations contained in this Section 8.3(a)) that would not reasonably be expected to prevent or delay the Commitment Letter may Integrated Mergers, the other Transactions or the date on which the Financing could be amended, supplemented, modified and replaced as set forth below), obtained or make the timely funding of the full amount of the Financing less likely to occur; (ii) satisfy (or, if deemed advisable by both Parent and the Company, seek a waiver of) on a timely basis all conditions applicable to Parent to the funding in any Financing Documents and otherwise comply with all of the Financing set forth its obligations thereunder; (iii) maintain in effect the Commitment Letter and any definitive documents executed Financing Documents until the Financing is consummated or this Agreement is terminated in connection therewith (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply accordance with its obligations under this Agreementterms; (iv) subject to clause (ii), (iii) negotiate, execute and deliver definitive agreements with respect thereto on the terms and assuming that all conditions contemplated by contained in the Commitment Letter (includinghave been satisfied, if necessary, any “flex” provisions) consummate the Financing on a timely basis and satisfy all obligations of each of Parent or Merger Sub pursuant to this Agreement; and (ivv) enforce the Borrower’s rights under the Commitment Letter and/or any Financing Documents (as applicable) in the event of a failure breach by any counterparty thereto that could reasonably be expected to fund by prevent or delay the Financing Sources in accordance consummation of the Transactions. Parent and the Merger Subs shall comply with the Commitment Letter that preventstheir obligations, impedes or delays the Closingand enforce their rights, enforce its rights under the Commitment Letter and the definitive agreements with respect theretoFinancing Documents in a timely and diligent matter. Parent shall give the Company prompt oral and written notice of any breach or default by any party to any Financing Documents or any Alternative Financing (as defined below), in each case of which it has become aware, and any purported termination or repudiation by any party to any Financing Documents or any Alternative Financing, in each case of which it has become aware, or upon receipt of written notice of any dispute or disagreement between or among the parties to any Financing Documents or any Alternative Financing or any Financing Source. Neither Parent, nor any Subsidiary of Parent, shall amend, waive or modify any material provision of the Commitment Letter, except as contemplated by Section 2 thereof (or the terms and conditions of the Financing referred to therein) without the consent of the Company. Furthermore, notwithstanding the foregoing, in no event shall Parent (or any Subsidiary of Parent) amend, supplement, terminate, waive or otherwise modify the Commitment Letter, except as contemplated by Section 2 thereof (or the terms and conditions of the Financing referred to therein), in any manner, if such amendment, supplement, termination, waiver or other modification shall (A) reduce (or would reasonably be expected to have the effect of reducing) the aggregate amount of available financing, (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Financing or adversely amends or modifies any of the conditions of the Financing, (C) materially delay, prevent or impede the timely funding of the Financing (or the satisfaction of the conditions to the Financing) or the consummation of the Integrated Mergers or the other Transactions, (D) adversely impact the ability of any of Parent or the Merger Subs to enforce its rights against the other parties to the Commitment Letter or the Financing Documents and/or (E) shorten the 77 length of the commitment period provided in the Commitment Letter, in each case, without the written consent of the Company. In each case, promptly upon the Company’s request to Parent, Parent shall (1) provide to the Company copies, as and when available, of all substantially final drafts and executed definitive agreements for the Financing Documents (excluding any provisions related solely to fees and other economic terms), and (2) keep the Company reasonably informed of the status of the Financing its efforts to arrange, negotiate and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to close the Financing. Without limiting the generality of the foregoing, Parent agrees to notify the Company promptly, and in any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) the Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties to the Commitment Letter notifies Parent that such party no longer intends to provide financing on the terms set forth therein.

Financing and Financing Cooperation. (a) Parent and Merger Sub shall use its, and shall cause its controlled Affiliates to use their, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, consummate and obtain the Financing on or prior to the Closing Date on the terms and subject only to the conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in any related fee letter), including by (i) maintaining in effect the Equity Commitment Letter, (ii) maintaining in effect the Debt Commitment Letter, (iii) negotiating and entering into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) on terms and conditions no less favorable to Parent than those contained in the Debt Commitment Letter (including, as necessary, the “flex” provisions contained in any related fee letter) or on such other terms as Parents and Lenders shall agree, subject to the Prohibited Financing Modifications, (iv) satisfying on a timely basis (or obtaining waivers of) all conditions applicable to Parent and Merger Sub in the Commitment Letters and the Definitive Agreements (including by consummating the Cash Equity at or prior to Closing on the terms and subject to the conditions set forth in the Equity Commitment Letter) and complying with its obligations thereunder, (v) upon the satisfaction of all conditions contained in the Commitment Letters and the Definitive Agreements (other than (x) the consummation of the Merger and (y) with respect to the Debt Financing, the availability of the Cash Equity), using reasonable best efforts to (i) maintain in effect cause the Lenders and enforce the Commitment Letter and comply with Parent’s obligations thereunder (provided that the Commitment Letter may be amended, supplemented, modified and replaced as set forth below), (ii) satisfy on a timely basis all conditions applicable to Parent to the funding of the Financing set forth in the Commitment Letter and any definitive documents executed in connection therewith (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure Equity Investor to comply with its their respective obligations under this Agreement)thereunder, (iii) negotiate, execute and deliver definitive agreements with respect thereto including to fund the Financing on the terms and conditions contemplated by the Commitment Letter (including, if necessary, any “flex” provisions) Closing Date and (ivvi) in the event of a failure to fund by the Financing Sources in accordance with the Commitment Letter that prevents, impedes or delays the Closing, enforce its rights under the Commitment Letter Letters and the definitive agreements with respect thereto. Parent shall keep the Company reasonably informed of the status of the Financing Definitive Agreements in a timely and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the Financing. Without limiting the generality of the foregoing, Parent agrees to notify the Company promptly, and in any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) the Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties to the Commitment Letter notifies Parent that such party no longer intends to provide financing on the terms set forth thereindiligent manner.

Financing and Financing Cooperation. (a) Unless, and to the extent, Parent and Merger Sub have sufficient cash from other sources sufficient to consummate the Merger, the Transactions and to pay the Cash Consideration, any cash in lieu of fractional Parent Common Shares pursuant to Section 3.13, all other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions and any other related fees and expenses, and for the Refinancing (the “Necessary Financing”) (including pursuant to any Alternate Financing or other alternative financing), each of Parent and Merger Sub shall use its, and shall cause its controlled Affiliates to use their, commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the full amount of the Financing on (or prior such portion of the Financing as Parent determines to be necessary, together with cash from other sources (including pursuant to any Alternate Financing or other alternative financing), to satisfy its obligations under Section 5.28(d) and for the Closing Date Refinancing), on the terms and conditions described in the Commitment Letter (as it may be amended in accordance with the provisions below), after giving effect to the market flex terms in the Redacted Fee Letter, including using reasonable best efforts and shall not (without the written consent of the Company) permit any amendment or modification to be made to (other than to amend the Commitment Letter to add lenders, co-agents, lead arrangers or similar entities who have not executed the Commitment Letter as of the date hereof or to reassign titles), or any waiver of any provision or remedy under, the Commitment Letter or the Redacted Fee Letter, if such amendment, modification or waiver (i) maintain reduces the aggregate amount of the Financing (taking into account any Alternate Financing or other alternative financing and any cash from other sources) such that Parent or Merger Sub would be unable to pay (A) the Cash Consideration, (B) any cash in effect lieu of fractional Parent Common Shares pursuant to Section 3.13 and enforce (C) all other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions, the funding of the Financing on the Closing Date and any other related fees and expenses) or (ii) imposes new or additional conditions or other terms or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing or other terms in a manner that would reasonably be expected to (A) materially delay or prevent the Closing, or (B) make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, other than a waiver of any closing conditions by the lead arrangers, lenders or agents or (C) relieve any Financing Source of any of its funding commitments under the Commitment Letter and comply with Parent’s obligations thereunder (without replacement thereof as provided below; provided that Parent shall have the right to substitute other financing for all or any portion of the Financing from the same and/or alternative financing sources and to replace any Financing Sources with any other financing sources and in connection therewith relieve any such replaced Financing Source of all or a portion of its funding commitments under the Commitment Letter may Letter; provided, further, that such substitution shall only be amended, supplemented, modified and replaced as set forth below), permitted if (ii1) satisfy on a the terms thereof would not be reasonably expected to materially delay or prevent the Closing or make the timely basis all conditions applicable to Parent to the funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur and (2) the conditions to the Financing set forth in the Commitment Letter and any definitive documents executed would not be expanded or modified in connection therewith a manner that would reasonably be expected to materially delay or prevent the Closing. Any reference in this Agreement to (other than any condition where I) “Financing” shall include the failure to be so satisfied is a direct result of the Company’s failure to comply with its obligations under this Agreement), (iii) negotiate, execute and deliver definitive agreements with respect thereto on the terms and conditions financing contemplated by the Commitment Letter (including, if necessary, any “flex” provisionsas amended or modified in compliance with this Section 7.10(a) and (ivII) “Commitment Letter,” and “Redacted Fee Letter” shall include such documents as amended or modified in the event of a failure to fund by the Financing Sources in accordance compliance with the Commitment Letter that prevents, impedes or delays the Closing, enforce its rights under the Commitment Letter and the definitive agreements with respect thereto. Parent shall keep the Company reasonably informed of the status of the Financing and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the Financing. Without limiting the generality of the foregoing, Parent agrees to notify the Company promptly, and in any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) the Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties to the Commitment Letter notifies Parent that such party no longer intends to provide financing on the terms set forth thereinthis Section 7.10(a).

Financing and Financing Cooperation. (a) Parent shall use its, and shall cause its controlled Affiliates to use their, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper or advisable to obtain the Financing contemplated by the Commitment Letter on or prior to the Closing Date on the terms and conditions described in the Commitment Letter, including using reasonable best efforts to to: (i) maintain in effect and enforce the Commitment Letter and comply with Parent’s its obligations thereunder (provided provided, that the Commitment Letter may be amended, supplemented, modified and replaced as set forth belowpermitted by clauses (b) and (c) of this Section 5.11), ; (ii) satisfy on a timely basis and in a manner that will not impede the ability of the parties to consummate the Merger in advance of the End Date all conditions applicable to Parent and Finance Sub to the funding of the Financing (including the Financing Conditions) set forth in the Commitment Letter and any definitive documents agreements executed in connection therewith within Parent’s control (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to furnish information to Parent or otherwise to comply with its obligations under this Agreement), ) and (iii) negotiate, execute negotiate and deliver enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter (including, if necessary, any “flex” provisions) and (iv) in the event of a failure to fund by the Financing Sources in accordance with the Commitment Letter that prevents, impedes or delays the Closing, enforce its rights under the Commitment Letter and the definitive agreements with respect thereto). Parent shall keep the Company reasonably informed on a regular basis and in reasonable detail of the status of its efforts to arrange the Financing and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the Financing. Without limiting the generality of the foregoing, Parent agrees to notify the Company promptly, and in any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) contemplated by the Commitment Letter and any other Financing and shall expire give the Company prompt notice of any fact, change, event or be terminated for any reason circumstance that is reasonably likely to have, individually or (B) any of in the other parties aggregate, a material adverse impact with respect to the Financing contemplated by the Commitment Letter notifies Parent that such party no longer intends to provide financing on the terms set forth thereinLetter.

Financing and Financing Cooperation. (a) Parent and Merger Sub shall use its, and shall cause its controlled Affiliates to use their, their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Financing on or prior to the Closing Date on the terms and conditions described in the Commitment Letter, including using reasonable best efforts to (i) maintain in effect and enforce the Commitment Letter and comply with Parent’s obligations thereunder (provided that the Commitment Letter may be amended, supplemented, modified and replaced as set forth below), (ii) satisfy on a timely basis all conditions applicable to Parent to the funding of the Financing set forth in the Commitment Letter and any definitive documents executed in connection therewith (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply with its obligations under this Agreement), (iii) negotiate, execute and deliver definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter (including, if necessary, any “flex” provisions) and (iv) or in the event any portion or all of a failure such Financing becomes unavailable or otherwise undesirable, alternative financing (in an amount sufficient, together with the remaining Financing contemplated by the Commitment Letter, if any, and any other sources available to Parent and Merger Sub, to fund by the Financing Sources in accordance with payment of the Commitment Letter that prevents, impedes Merger Amounts) from the same or delays other sources) as and to the Closing, enforce its rights under extent (but only to the Commitment Letter and extent) required to fund the definitive agreements with respect theretoMerger Amounts. Parent shall keep the Company informed on a reasonably informed current basis and in reasonable detail of the status of its efforts to arrange the Financing and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the Financing(or replacement thereof). Without limiting the generality of the foregoing, Parent agrees to notify shall give the Company promptly, and in prompt notice (i) upon becoming aware of any event within three (3) Business Days after the Parent obtains knowledge thereof, if at material breach or default by any time (A) the Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties party to the Commitment Letter notifies (or any replacement thereof) or definitive agreements related to the Financing and (ii) of the receipt of any notice or other communication from any Person party to any definitive document relating to the Financing (or any replacement thereof) or the Commitment Letter (or any replacement thereof) with respect to any material breach of Parent that or any of its Affiliates of its obligations under any such document or letter or default, termination or repudiation by any party no longer intends to provide financing any such document or letter. Unless the Financing contemplated by the Commitment Letter (or any replacement thereof) becomes unavailable in whole or in part, Parent shall not, without the prior written consent of the Company agree to amend, modify, supplement, restate, substitute or replace the Commitment Letter (or any replacement thereof) if such amendment, modification, supplement, restatement, substitution or replacement (a) materially expands the conditions precedent to the funding on the terms Closing Date of the Financing as set forth thereinin the Commitment Letter as in effect as of the date hereof (or in such replacement, as applicable) or (b) taking into account the expected timing of the Marketing Period, would reasonably be expected to delay or prevent the consummation of the transactions contemplated by this Agreement.

Financing and Financing Cooperation. (a) Parent shall use itsFrom the date of this Agreement, the Company shall, and shall cause its controlled Affiliates to use theirthe Company Subsidiaries and their respective Representatives to, provide such cooperation as is reasonably requested by Parent, is reasonably and customarily necessary in connection with the Debt Financing and is customarily provided for issuers in financings of the type contemplated by the Debt Commitment Letter, but limited to, using commercially reasonable best efforts to take(i) furnish to Parent (x) the Required Information and (y) such other customary financial information with respect to the Company and the Company Subsidiaries as may be reasonably requested by the Parent as is necessary for Parent to prepare the materials referred to in clause (vii) below (including the pro forma financial information and pro forma financial statements contemplated by Paragraph 5 of Exhibit C of the Debt Commitment Letter (provided that, or cause for the avoidance of doubt, the Company and the Company Subsidiaries shall not be required to provide, and Parent shall be takensolely responsible for, the preparation of pro forma financial statements)), (ii) provide Parent all actions documentation and other information with respect to do, or cause to be done, all things necessary, proper or advisable to obtain the Financing on or Company and the Company Subsidiaries within three Business Days prior to the Closing Date as shall have been reasonably requested in writing (including by email) by Parent at least ten Business Days prior to the Closing Date that is required in connection with the Debt Financing by U.S. regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and 31 C.F.R. § 1010.230, and that are required by Paragraph 7 of Exhibit C of the Debt Commitment Letter as in effect on the date hereof, (iii) deliver, or cause the applicable Company Subsidiary to deliver, necessary prepayment and/or termination notices in accordance with the terms and conditions described in of each of the Commitment Letter, including using reasonable best efforts to (i) maintain in effect and enforce the Commitment Letter and comply with Parent’s obligations thereunder Company Credit Facilities (provided that the Commitment Letter such prepayment and termination notices may be amended, supplemented, modified and replaced as set forth belowconditioned on the occurrence of the Closing), (iiiv) satisfy on reasonably facilitate the pledging of collateral and the provision of guarantees, in each case, only to the extent such pledge or guaranty is a timely basis all conditions applicable to Parent condition in the Debt Commitment Letter to the funding of the Debt Financing set forth on the Closing Date, (v) executing and delivering or helping to procure credit agreements, hedging arrangements, notes, mortgages, pledge and security documents, landlord waivers, estoppels, consents, and approvals and other definitive financing documents or other requested certificates or documents, in each case, only to the extent that delivery of such documents is a condition in the Debt Commitment Letter and any definitive documents executed in connection therewith (other than any condition where to the failure to be so satisfied is a direct result funding of the Company’s failure Debt Financing on the Closing Date (in each case, subject to comply with its obligations under this Agreementand only effective upon the occurrence of the Closing), (iiivi) negotiatecause members of its senior management, execute representatives and deliver definitive agreements advisors to participate in a reasonable number of meetings, conference calls, presentations and roadshows with respect thereto on prospective lenders and investors, due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with the terms ratings agencies, in all such cases upon reasonable advanced notice and conditions contemplated at reasonable times and locations mutually agreed upon, and (vii) assist Parent, each Acquisition Sub and the Debt Financing Sources with the preparation of customary bank information memoranda, lender presentations, investor presentations, offering documents, rating agency presentations and similar customary documents required in connection with the Debt Financing, in each case, to the extent such materials relate to information concerning the Company and the Company Subsidiaries and (viii) to the extent required by the Commitment Letter (includingDebt Financing Sources, if necessary, any “flex” provisions) executing and (iv) in delivering customary authorization letters to the event of a failure to fund by the Debt Financing Sources in accordance with authorizing the Commitment Letter distribution of information to prospective lenders, subject to customary confidentiality restrictions and customary exculpatory provisions; provided that prevents, impedes or delays the Closing, enforce its rights under the Commitment Letter and the definitive agreements with respect thereto. Parent such cooperation shall keep the Company reasonably informed of the status of the Financing and developments with respect thereto and shall provide not be required to the Company copies of all material definitive documents related to the Financing. Without limiting the generality of the foregoing, Parent agrees to notify the Company promptly, and in any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) the Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties to the Commitment Letter notifies Parent that such party no longer intends to provide financing on the terms set forth therein.extent it would:

Financing and Financing Cooperation. (a) Parent shall use its, and shall cause its controlled Affiliates to use their, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper or advisable to obtain the proceeds of the Financing on or prior to the Closing Date on the terms and conditions described in the Commitment LetterLetter (including the exercise of any “market flex” provisions in the related fee letters), including using reasonable best efforts to to: (i) maintain in full force and effect and enforce the Commitment Letter and comply with Parent’s its obligations and conditions thereunder (provided that the Commitment Letter may be amended, supplemented, modified and replaced as set forth below), ; (ii) satisfy on a timely basis (or obtain the waiver of and taking into account the expected timing of the Closing) and in a manner that will not impede the ability of the parties to consummate the Merger in advance of the End Date all conditions and covenants applicable to Parent and Merger Sub to the funding of the Financing (including the Financing Conditions) set forth in the Commitment Letter and any definitive documents agreements executed in connection therewith (other than any condition where the failure within Parent’s and Merger Sub’s control to be so satisfied is a direct result of the Company’s failure to comply with its obligations under this Agreement)satisfy, (iii) negotiatenegotiate and enter into, execute and deliver on or prior to the Closing Date, definitive agreements with respect thereto to the Financing (and promptly upon execution thereof provide executed copies of such definitive agreements to the Company) on the terms and conditions contemplated by the Commitment Letter (including, if necessary, any the exercise of “market flex” provisionsprovisions in the related fee letters) that are not materially less favorable to Parent and Merger Sub than the terms and conditions (including, if necessary, the exercise of “market flex” provisions in the related fee letters) contemplated by the Commitment Letter and (iv) in consummate the Financing at or prior to the Closing. In the event that all Financing Conditions have been or, upon funding of a failure to fund by the Financing Sources in accordance will be, satisfied, Parent and Merger Sub shall use their reasonable best efforts to cause the Financing Sources, lenders and the other persons providing or committing to provide the Financing to comply with the Commitment Letter that prevents, impedes or delays the Closing, enforce its rights their obligations under the Commitment Letter and definitive financing agreements and to fund on or before the definitive agreements with respect theretoClosing Date the Financing required to consummate the Merger and the other transactions contemplated by this Agreement. Parent shall keep the Company reasonably informed on a regular basis and in reasonable detail of the status of its efforts to arrange the 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 the Financing and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the Financing. Without limiting the generality of the foregoing, Parent agrees to notify the Company promptly, and in any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) the Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties to the Commitment Letter notifies Parent that such party no longer intends to provide financing on the terms set forth thereinproposed funding date thereunder.

Financing and Financing Cooperation. (a) Parent shall use its, and shall cause its controlled Affiliates to use their, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper or advisable to obtain the proceeds of the Financing on or prior to the Closing Date on the terms and conditions described in the Commitment LetterLetter (or (subject to the provisions of Section 5.14(c)), the proceeds of permanent Financing in lieu thereof) (taking into account any “flex provisions” set forth in the related fee letters) on or prior to the date upon which the Merger is required to be consummated pursuant to the terms of this Agreement, including by using reasonable best efforts to to: (i) maintain in effect and enforce the Commitment Letter and comply with Parent’s obligations thereunder (provided provided, that the Commitment Letter may be amended, supplemented, modified and replaced as set forth belowpermitted by Sections 5.14(b) and (c)), (ii) negotiate and enter into definitive agreements with respect to the Financing (the “Definitive Agreements”) consistent with the terms and conditions contained in the Commitment Letter (including, as necessary, the “flex” provisions contained in any related fee letter) and (iii) satisfy (or, if deemed advisable by Parent, obtain the waiver of) on a timely basis all conditions applicable (other than those conditions that by their nature are to Parent to be satisfied at the funding of the Financing set forth Closing) in the Commitment Letter and any definitive documents executed in connection therewith (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to Definitive Agreements and comply with its obligations under this Agreement), (iii) negotiate, execute and deliver definitive agreements with respect thereto on thereunder. In the terms and event that all conditions contemplated by contained in the Commitment Letter or the Definitive Agreements (includingother than the consummation of the Merger and those conditions that by their nature are to be satisfied at the Closing) have been satisfied or waived, if necessaryParent shall use reasonable best efforts to cause the Lenders or other applicable Financing Sources to comply with their respective obligations thereunder, any “flex” provisions) and (iv) in the event of a failure including to fund by the Financing Sources in accordance with the Commitment Letter that preventsFinancing, impedes or delays the Closing, and to enforce its rights rights, under the Commitment Letter and the definitive agreements with respect thereto. Parent shall keep the Company reasonably informed of the status of the Financing and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the Financing. Without limiting the generality of the foregoing, Parent agrees to notify the Company promptly, and in any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) the Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties to the Commitment Letter notifies Parent that such party no longer intends to provide financing on the terms set forth thereinDefinitive Agreements.

Financing and Financing Cooperation. (a) Parent and Merger Sub shall use its, and shall cause its controlled Affiliates to use their, reasonable best efforts to take, or cause to be taken, all actions and use reasonable best efforts to do, or cause to be done, all things necessary, advisable or proper or advisable to obtain the proceeds of the Financing contemplated by the Commitment Letters sufficient to fund the Merger Consideration, Company OP Common Unit Payment Amount and Company OP Series A Preferred Unit Payment Amount (provided, for the avoidance of doubt, that if any Special Dividend, Additional Dividend or any REIT Dividend is paid pursuant to Section 5.15(b), then as such amounts reduced pursuant Section 5.15(b)) and the other Merger Amounts (taking into account any other financing that does not include any conditions to the consummation of such financing that are more onerous than the conditions set forth in the Debt Commitment Letter as of the date of this Agreement, cash on hand or available source of cash) on or prior to the Closing Date on the terms (including, as necessary, the “flex” provisions contained in any related fee letters) and conditions described in the Commitment LetterLetters, including using reasonable best efforts to including: (i) causing the Equity Investors to maintain in effect and enforce the Equity Commitment Letter and comply with Parent’s obligations thereunder (provided that the Commitment Letter may be amended, supplemented, modified and replaced as set forth below), Letter; (ii) satisfy on a timely basis all conditions applicable maintaining in effect the Debt Commitment Letter; (iii) negotiating and entering into definitive debt financing agreements (which, with respect to Parent the bridge facility documentation, to the extent necessary, shall not be required unless and until reasonably necessary in connection with the funding of the Financing set forth in the Commitment Letter and any definitive documents executed in connection therewith (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply with its obligations under this Agreement), (iiiDebt Financing) negotiate, execute and deliver definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter (including, if necessary, any “flex” provisions) (the “Definitive Debt Financing Agreements”); and (iv) satisfying on a timely basis, and in a manner that will not impede the ability of the parties to consummate the Merger upon the date which the Merger is required to be consummated pursuant to the terms hereof, all conditions to the funding of the Financing set forth in the Commitment Letters and the Definitive Debt Financing Agreements and complying with their respective obligations thereunder. Parent and Merger Sub shall comply with their obligations, and enforce their rights, under the Commitment Letters and Definitive Debt Financing Agreements in a timely and diligent manner. Without limiting the generality of the foregoing, in the event that all conditions contained in any Commitment Letter or any Definitive Debt Financing Agreement (other than the consummation of a failure the Mergers) have been satisfied, Parent and Merger Sub shall use reasonable best efforts to cause the Lenders and the Equity Investors thereunder to comply with their respective obligations thereunder, including to fund by the Financing Sources in accordance (including by promptly commencing a litigation proceeding against any Equity Investor or any breaching Lender or other financial institution to compel such Equity Investor or such Lender or breaching institution to provide its portion of the Financing or otherwise comply with its obligations under the applicable Commitment Letter that prevents, impedes or delays the Closing, enforce its rights under the Commitment Letter and the definitive agreements with respect theretoDefinitive Debt Financing Agreement). Parent shall keep the Company reasonably informed on a regular basis and in reasonable detail of the status of its efforts to arrange the Financing contemplated by the Commitment Letters and developments with respect thereto any other financing and shall provide to give the Company copies prompt notice of all any fact, change, event or circumstance that is reasonably likely to have, individually or in the aggregate, a material definitive documents related to adverse impact on the FinancingFinancing contemplated by the Commitment Letters and/or Definitive Debt Financing Agreements. Without limiting the generality of the foregoing, Parent agrees to and Merger Sub shall promptly notify the Company promptlyin writing if there exists any actual or, and in to the knowledge of Parent or Merger Sub, threatened, breach, default, repudiation, cancellation or termination by any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) the Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties party to the Commitment Letter notifies Letters or any Definitive Debt Financing Agreement and a copy of any written notice or other written communication received by Parent that or Merger Sub or any of their respective Representatives from any Lender, Equity Investor or other financing source with respect to any such actual or threatened breach, default, repudiation, cancellation or termination by any party no longer intends to provide financing on the terms set forth thereinCommitment Letters or any Definitive Debt Financing Agreement of any provision thereof. Notwithstanding the foregoing or anything to the contrary herein, compliance by Parent and Merger Sub with this Section 5.11(a) shall not relieve Parent or Merger Sub of its obligations to consummate the transactions contemplated by this Agreement whether or not the Financing is available.

Financing and Financing Cooperation. (a) Parent Each of Parent, Intermediate Holdco and Merger Sub shall use its, and shall cause its controlled Affiliates to use their, reasonable best efforts to obtain the Debt Financing at Closing on the terms and conditions described in the Debt Financing Commitments (provided that Parent, Intermediate Holdco and Merger Sub may (x) amend the Debt Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitments as of the date of this Agreement, (y) amend the Debt Financing Commitments to implement any flex provisions applicable thereto or (z) otherwise replace or amend, or agree to any waivers in respect of, the Debt Financing Commitments so long as, in each case, such action would not reasonably be expected to delay or prevent the Closing, impair the availability of the Debt Financing Commitments and the terms are not less beneficial to Parent, Intermediate Holdco or Merger Sub, with respect to conditionality or enforcement, than those in the Debt Financing Commitments as in effect on the date of this Agreement), including using reasonable best efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to obtain the Financing on or prior to the Closing Date on the terms and conditions described in the Commitment Letterconnection therewith, including using reasonable best efforts to (iii) maintain in effect and enforce the Commitment Letter and comply with Parent’s obligations thereunder (provided that Debt Financing Commitments for as long as the Commitment Letter may transactions contemplated by this Agreement are required to be amended, supplemented, modified and replaced as set forth below)consummated, (iiiii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Debt Financing Commitments that are within their control (including by consummating the Financing pursuant to the funding terms of the Equity Financing set forth Commitment) and otherwise comply in the Commitment Letter and any definitive documents executed in connection therewith (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply all material respects with its obligations under this Agreement)thereunder, (iiiiv) negotiate, execute and deliver negotiate definitive agreements with respect thereto on the terms and conditions (including, to the extent the same are exercised, the flex provisions) contemplated by the Commitment Letter Debt Financing Commitments or on other terms acceptable to Parent that would not (includingx) reduce the aggregate amount of the Debt Financing unless the Equity Financing is increased by a corresponding amount or (y) impose new or additional conditions precedent to the receipt of the Debt Financing, if necessary, any “flex” provisions) and in the case of this clause (ivy) in a manner that would reasonably be expected to delay or prevent the event Closing Date, (v) if all of a failure the conditions to fund Parent’s, Intermediate Holdco’s and Merger Sub’s obligations under Section 7.1 and Section 7.2 (other than those conditions that, by their terms, will be satisfied on the Closing Date) have been satisfied or waived and the Marketing Period has ended, consummate the Debt Financing Sources in accordance with the Commitment Letter that prevents, impedes or delays the at Closing, (vi) enforce its their rights under the Commitment Letter Debt Financing Commitments, and (vii) cause as promptly as reasonably practicable the definitive agreements Debt Financing Sources to provide to Xxxxxxx Companies’ independent accountants, with respect thereto. to the preparation of the comfort letters contemplated by the definition of Required Financial Information, a “circle-up” of a customary draft offering memorandum, which Parent shall keep the Company use reasonable best efforts to prepare as promptly as reasonably informed of the status of the Financing and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the Financingpracticable, upon which such comfort letters can be delivered. Without limiting the generality of the foregoing, Parent agrees to notify Parent, Intermediate Holdco and Merger Sub shall give the Company promptlyprompt notice: (A) of any material breach or default by any party to any Financing Commitment; (B) of the receipt of any written notice or other written communication from any person with respect to any: (x) breach, default, termination or repudiation by any party to any Financing Commitment or (y) material dispute between or among any parties to any Financing Commitment; (C) if for any reason Parent, Intermediate Holdco or Merger Sub believes in good faith that (I) there is a material dispute between or among any parties to any Financing Commitment or any definitive document related to the Financing or (II) there is a material possibility that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitment; and (D) if for any reason any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments. As soon as reasonably practicable, but in any event within three (3) Business Days Days, after the Parent obtains knowledge thereofdate the Company delivers to Parent, if at Intermediate Holdco or Merger Sub a written request, Parent, Intermediate Holdco and Merger Sub shall provide any time information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B), (C) the Commitment Letter shall expire or be terminated for any reason or (BD) any of the other parties to immediately preceding sentence. If any portion of the Commitment Letter notifies Parent that such party no longer intends to provide financing Debt Financing becomes unavailable on the terms set forth thereinand conditions (including the flex provisions) contemplated in the Debt Financing Commitments, Parent shall use its reasonable best efforts to obtain alternative financing 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; it being understood that Parent shall have no obligation to accept terms that are materially less favorable, taken as a whole (after taking into account any flex provisions), to Parent than those included in the Debt Financing Commitments as of the date hereof. 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 (subject to any applicable restrictions in the Debt Financing Commitments). For purposes of this Agreement, the definitions of “Debt Financing Commitments,” “Debt Financing” and related definitions shall include the Debt Financing Commitments and any document related thereto as the same may be amended, waived, modified or replaced pursuant to this Section 6.6(a).

Financing and Financing Cooperation. (a) Parent shall use itsThe Sellers and the Company shall, and shall cause its controlled Affiliates to the Company Subsidiaries to, and shall use their, commercially reasonable best efforts to takecause each of their respective Representatives including legal, or cause to be takentax, all actions regulatory and to doaccounting advisors to, or cause to be done, all things necessary, proper or advisable to obtain provide such cooperation with the Purchaser in connection with the Financing on or prior to (provided that such requested cooperation does not unreasonably interfere with the Closing Date on ongoing operations of the terms Company and conditions described in the Company Subsidiaries) as is customary with Financings of the type contemplated by the Commitment Letter, including through the following: (i) providing the Purchaser and the Financing Parties, as promptly as practicable and in any event by the time required by the terms of the Commitment Letter, (A)(1) all historical financial statements (which, for the avoidance of doubt, shall not include any pro forma financial information or projections, including pro forma financial information that may be required under Article 11 of Regulation S-X) and other information regarding the Company and the Company Subsidiaries (which, for the avoidance of doubt, shall only include other information previously included in the Registration Statement), in either case required to be provided to the Financing Parties by the terms of the Commitment Letter and (2) audited consolidated financial statements as of and for the fiscal year ended December 31, 2015 complying with the requirements of Regulation S-X under the Securities Act for a non-issuer entity whose financial statements are filed in a registered offerings of securities solely to satisfy Rule 3-05 of Regulation S-X, without giving effect to Rule 3-05(b)(4) of Regulation S-X (clauses (1) and (2) collectively, the “Required Information”), and (B) all other information relating to Sellers, the Company and the Company Subsidiaries reasonably requested by the Purchaser and consistent with information included in the Registration Statement for use in offering or information documents to be prepared in connection with the completion of the Financing, (ii) at reasonable times and upon reasonable notice, participating in a reasonable number of meetings (including one-on-one meetings with representatives of the Financing Parties and senior management and Representatives of the Company, in each case with appropriate seniority and expertise), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the Financing Parties, prospective lenders and investors, and the rating agencies, (iii) assisting the Purchaser with the Purchaser’s preparation of (A) any customary offering documents, bank information memoranda, prospectuses and similar documents (including the Purchaser’s preparation of pro forma financial statements and information; provided that neither the Company 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) required for any part of the Financing (provided that any such bank information memoranda or prospectuses shall contain disclosure and financial statements reflecting the Purchaser, the Company or their respective Subsidiaries as the obligor prior to the Closing)) and (B) materials for rating agency presentations, (iv) cooperating with the marketing and syndication efforts for any part of the Financing (including consenting to the use of the Company’s and the Company Subsidiaries’ logos in connection with the arrangement of the Financing in a manner customary for such financing transactions; 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 the Company Subsidiaries or the reputation or goodwill of the Company or the Company Subsidiaries; provided, further, that the Purchaser, the Financing Parties and their respective Affiliates and Representatives shall obtain no rights in such logos other than the right to use such logos for the purposes and subject to the restrictions set forth in this clause (iv)), (v) providing customary representation letters and certificates to its independent accountants (including any prior independent accountants), and directing such independent accountants to cooperate with the Financing consistent with their customary practice, including by providing customary “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in any relevant marketing materials, registration statements and related government filings, and participating in accounting due diligence sessions, (vi) assisting in the preparation of, and executing and delivering, one or more credit agreements, indentures and pledge and security documents and otherwise reasonably facilitating the granting of a security interest (and perfection thereof) in collateral, guarantees, other definitive financing documents or other customary certificates (but not solvency certificates) and customary documents (but excluding, for the avoidance of doubt, authorization letters) as may be reasonably requested by the Purchaser which are necessary and customary in connection with the Financing (provided that any obligations contained in all such agreements and documents shall be subject to the occurrence of the Closing and effective no earlier than the Closing), (vii) using reasonable best efforts to facilitate the obtaining of Payoff Letters, lien terminations and instruments of discharge, all in customary form, providing for the full and complete payoff, discharge and termination on the Closing Date of all indebtedness and related obligations (i) maintain in effect other than obligations that expressly survive such payoff, discharge and enforce the Commitment Letter and comply with Parent’s obligations thereunder (provided that the Commitment Letter may be amended, supplemented, modified and replaced termination as set forth below), (ii) satisfy on a timely basis all conditions applicable to Parent to the funding of the Financing set forth in the Commitment Letter and any definitive documents executed in connection therewith (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply with its obligations under this AgreementPayoff Letters), (iii) negotiate, execute security interests and deliver definitive agreements with respect thereto on the terms and conditions other liens as contemplated by the Commitment Letter to be paid off, discharged and terminated on the Closing Date in connection with the Financing, (includingviii) providing customary authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders and investors containing a representation to the Financing Parties that the public side versions of such documents, if necessaryany, any “flex” provisionsdo not include material non-public information about the Company or its Affiliates, (ix) and (iv) in the event of a failure to fund by cooperating with the Financing Sources in accordance with the Commitment Letter that preventsParties’ due diligence, impedes or delays the Closing, enforce its rights under the Commitment Letter and the definitive agreements with respect thereto. Parent shall keep the Company reasonably informed of the status of the Financing and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the Financing. Without limiting the generality of the foregoing, Parent agrees to notify the Company promptly, and in any event within including providing at least three (3) Business Days after prior to the Parent obtains knowledge thereofClosing Date all documentation and other information about the Company and each of the Company Subsidiaries as is reasonably requested in writing by the Financing Parties which relates to applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act (provided that the request for such information is received by the Company at least five (5) Business Days prior to the Closing Date) and (x) taking all other corporate actions, if at subject to the occurrence of the Closing, as may be reasonably necessary to permit the consummation of the Financing. Notwithstanding anything to the contrary contained herein, until the Closing occurs, neither the Company nor any time of the Company Subsidiaries nor any of their respective Representatives shall (A) the Commitment Letter shall expire be required to pay any commitment or be terminated for any reason or other similar fee, (B) have any liability or any obligation under any credit agreement or any related document or any other agreement or document related to the Financing or any Alternative Financing), (C) be required to incur any other expense in connection with the Financing or any Alternative Financing unless reimbursed or reasonably satisfactorily indemnified by the Purchaser, (D) be required to pass resolutions or consents to approve or authorize the execution of the Financing or any Alternative Financing, or execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, in each case, that would be effective prior to, the Closing, (E) deliver any certificate that such officer, director or other Representative reasonably believes, in good faith, contains any untrue certifications or opinions, (F) provide any information the disclosure of which is prohibited or restricted under applicable Law or is legally privileged, or (G) take any action that will conflict with or violate its organizational documents or any applicable Laws or would result in a violation or breach of, or default under, any agreement to which the Company or any of the other parties Company Subsidiaries is a party. In addition, notwithstanding anything to the Commitment Letter notifies Parent that such party no longer intends contrary contained herein, (1) the effectiveness of any documentation executed by the Company or any of the Company’s Subsidiaries with respect to provide financing on the terms set forth thereinFinancing (including all documentation required or requested pursuant to this Section 6.10(a)) shall be subject to the occurrence of the Closing, (2) nothing herein shall require cooperation contemplated thereby to the extent it would interfere unreasonably with the business or operations of the Company or any of its Subsidiaries and (3) nothing herein shall require the Sellers or the Company to cause the delivery of any legal opinions or any certificate as to solvency by the Sellers or the Company or its Subsidiaries.

Financing and Financing Cooperation. (a) Unless, and to the extent, Parent and Merger Sub have sufficient cash from other sources sufficient to consummate the Merger, the Transactions and to pay the Cash Consideration, any cash in lieu of fractional Parent Common Shares pursuant to Section 3.13, all other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions and any other related fees and expenses, and for the Refinancing (the "Necessary Financing") (including pursuant to any Alternate Financing or other alternative financing), each of Parent and Merger Sub shall use its, and shall cause its controlled Affiliates to use their, commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the full amount of the Financing on (or prior such portion of the Financing as Parent determines to be necessary, together with cash from other sources (including pursuant to any Alternate Financing or other alternative financing), to satisfy its obligations under Section 5.28(d) and for the Closing Date Refinancing), on the terms and conditions described in the Commitment Letter (as it may be amended in accordance with the provisions below), after giving effect to the market flex terms in the Redacted Fee Letter, including using reasonable best efforts and shall not (without the written consent of the Company) permit any amendment or modification to be made to (other than to amend the Commitment Letter to add lenders, co-agents, lead arrangers or similar entities who have not executed the Commitment Letter as of the date hereof or to reassign titles), or any waiver of any provision or remedy under, the Commitment Letter or the Redacted Fee Letter, if such amendment, modification or waiver (i) maintain reduces the aggregate amount of the Financing (taking into account any Alternate Financing or other alternative financing and any cash from other sources) such that Parent or Merger Sub would be unable to pay (A) the Cash Consideration, (B) any cash in effect lieu of fractional Parent Common Shares pursuant to Section 3.13 and enforce (C) all other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions, the funding of the Financing on the Closing Date and any other related fees and expenses) or (ii) imposes new or additional conditions or other terms or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing or other terms in a manner that would reasonably be expected to (A) materially delay or prevent the Closing, or (B) make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, other than a waiver of any closing conditions by the lead arrangers, lenders or agents or (C) relieve any Financing Source of any of its funding commitments under the Commitment Letter and comply with Parent’s obligations thereunder (without replacement thereof as provided below; provided that Parent shall have the right to substitute other financing for all or any portion of the Financing from the same and/or alternative financing sources and to replace any Financing Sources with any other financing sources and in connection therewith relieve any such replaced Financing Source of all or a portion of its funding commitments under the Commitment Letter may Letter; provided, further, that such substitution shall only be amended, supplemented, modified and replaced as set forth below), permitted if (ii1) satisfy on a the terms thereof would not be reasonably expected to materially delay or prevent the Closing or make the timely basis all conditions applicable to Parent to the funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur and (2) the conditions to the Financing set forth in the Commitment Letter and any definitive documents executed would not be expanded or modified in connection therewith a manner that would reasonably be expected to materially delay or prevent the Closing. Any reference in this Agreement to (other than any condition where I) "Financing" shall include the failure to be so satisfied is a direct result of the Company’s failure to comply with its obligations under this Agreement), (iii) negotiate, execute and deliver definitive agreements with respect thereto on the terms and conditions financing contemplated by the Commitment Letter (including, if necessary, any “flex” provisionsas amended or modified in compliance with this Section 7.10(a) and (ivII) "Commitment Letter," and "Redacted Fee Letter" shall include such documents as amended or modified in the event of a failure to fund by the Financing Sources in accordance compliance with the Commitment Letter that prevents, impedes or delays the Closing, enforce its rights under the Commitment Letter and the definitive agreements with respect thereto. Parent shall keep the Company reasonably informed of the status of the Financing and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the Financing. Without limiting the generality of the foregoing, Parent agrees to notify the Company promptly, and in any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) the Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties to the Commitment Letter notifies Parent that such party no longer intends to provide financing on the terms set forth thereinthis Section 7.10(a).

Financing and Financing Cooperation. (a) Parent and Merger Sub shall use its, and shall cause its controlled Affiliates to use their, their reasonable best efforts to take, or cause satisfy all of the conditions that are within their control to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Financing on or prior to the Closing Date on the terms and conditions described in the Commitment Letter, including using reasonable best efforts to (i) maintain in effect and enforce the Commitment Letter and comply with Parent’s obligations thereunder (provided that the Commitment Letter may be amended, supplemented, modified and replaced as set forth below), (ii) satisfy on a timely basis all conditions applicable to Parent to the funding of the Financing set forth in the Commitment Letter and any definitive documents executed in connection therewith (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply with its obligations under this Agreement), (iii) negotiate, execute and deliver definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter (includingor, if necessary, any “flex” provisions) and (iv) in the event any portion or all of a failure such Financing becomes unavailable or otherwise undesirable, alternative financing (in an amount sufficient, together with the remaining Financing contemplated by the Commitment Letter, if any, and any other sources available to Parent and Merger Sub, to fund the payment of the Merger Amount) from the same or other sources) as and to the extent (but only to the extent) required to fund the Merger Amount and consummate the transactions contemplated by the Financing Sources in accordance with the Commitment Letter that prevents, impedes or delays the Closing, enforce its rights under the Commitment Letter and the definitive agreements with respect theretothis Agreement. Parent shall keep the Company informed on a reasonably informed current basis and in reasonable detail of the status of its efforts to arrange the Financing and developments with respect thereto and shall provide to the Company copies of all material definitive documents related to the Financing(or replacement thereof). Without limiting the generality of the foregoing, Parent agrees to notify shall give the Company promptly, and in prompt notice (i) upon becoming aware of any event within three (3) Business Days after the Parent obtains knowledge thereof, if at actual or potential material breach or default by any time (A) the Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties party to the Commitment Letter notifies (or any replacement thereof) or definitive agreements related to the Financing and (ii) of the receipt of any notice or other communication from any Person party to any definitive document relating to the Financing (or any replacement thereof) or the Commitment Letter (or any replacement thereof) with respect to any material breach of Parent that or any of its Affiliates of its obligations under any such document or letter or default, termination or repudiation by any party no longer intends to provide any such document or letter. Unless the Financing contemplated by the Commitment Letter (or any replacement thereof) becomes unavailable in whole or in part, Parent shall not, without the prior written consent of the Company, agree to amend, modify, supplement, restate, substitute or replace the Commitment Letter (or any replacement thereof) if such amendment, modification, supplement, restatement, substitution or replacement (a) materially expands the conditions precedent to the funding on the Closing Date of the Financing as set forth in the Commitment Letter as in effect as of the date hereof (or in such replacement, as applicable) or (b) taking into account the expected timing of the Marketing Period, would reasonably be expected to delay or prevent the consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing, if the Financing contemplated by the Commitment Letter (or any replacement thereof) becomes unavailable, Parent shall use its reasonable best efforts to negotiate and enter into definitive documents with respect to alternative financing on terms not less favorable, in any material respect, with respect to conditionality and enforceability, when taken as a whole, than those contained in the terms set forth thereinCommitment Letter.

Financing and Financing Cooperation. (a) Parent Buyer shall use its, and shall cause its controlled Affiliates to use their, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper or advisable to obtain the Financing as promptly as practicable and in a timely fashion (and in any event, on or prior to the Closing Date on Date) (to the terms extent such Financing is required to pay the aggregate Purchase Price, the amounts required to be paid under Section 2.4(c) hereof when due and conditions described payable hereunder), and any other amounts required under the Debt Commitment Letter to be paid in connection with the initial funding of the debt financing contemplated by the Debt Commitment Letter, including using reasonable best efforts to to: (i) maintain in effect and enforce in all material respects the Debt Commitment Letter (including the applicable commitments thereunder) and any Definitive Debt Financing Agreements (until the termination thereof in accordance with their respective terms) and comply in all material respects with Parent’s its obligations thereunder thereunder; (provided that ii) negotiate and enter into definitive debt financing agreements on the terms contemplated by the Debt Commitment Letter may be amended, supplemented, modified (the “Definitive Debt Financing Agreements”); and replaced as set forth below), (iiiii) satisfy on a timely basis all conditions applicable to Parent to the funding of the Financing (including the Financing Conditions) set forth in the Commitment Letter and any definitive documents executed in connection therewith (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply with its obligations under this Agreement), (iii) negotiate, execute and deliver definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter (including, if necessary, any “flex” provisions) and (iv) in the event of a failure to fund by the Financing Sources in accordance with the Commitment Letter that prevents, impedes or delays the Closing, enforce its rights under the Debt Commitment Letter and the definitive agreements with respect theretoDefinitive Debt Financing Agreements. Parent Buyer shall keep the Company Seller reasonably informed of the status of its efforts to arrange the Financing and developments with respect thereto and shall provide give Seller reasonably prompt notice upon obtaining knowledge of any fact, change, event or circumstance that is reasonably likely to have, individually or in the Company copies of all aggregate, a material definitive documents related to adverse effect on the Financing. Without limiting the generality availability of the foregoing, Parent agrees to notify debt financing contemplated by the Company promptly, and in any event within three (3) Business Days after the Parent obtains knowledge thereof, if at any time (A) the Debt Commitment Letter shall expire or be terminated for any reason or (B) any of the other parties to the Commitment Letter notifies Parent that such party no longer intends to provide financing on the terms set forth thereinLetter.