Common use of Financing Clause in Contracts

Financing. (a) Tenant agrees to pay all reasonable costs and expenses incurred by Landlord in connection with the purchase, leasing and initial financing of the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment fee. (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender).

Financing. (a) Tenant agrees Subject to pay the terms and conditions of this Agreement, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter pursuant to the terms thereof (including any “market flex” provisions) including using its reasonable costs and expenses incurred best efforts to seek to enforce its rights under the Debt Commitment Letter in the event of a breach thereof by Landlord in connection with the purchasefinancing provider(s) thereunder. Parent shall not, leasing and initial financing without the Company’s prior written consent, permit any amendment, supplement, replacement or modification to be made to, or any waiver of any provision under, the Debt Commitment Letter if such amendment, supplement, replacement, modification or waiver (A) reduces the aggregate amount of the Leased Premises includingcash proceeds from the Debt Financing or (B) imposes new or additional conditions to the initial funding or otherwise expands any of the conditions to the receipt of the Debt Financing, without limitationor otherwise expands, amends or modifies any other provision of the reasonable cost Debt Commitment Letter in a manner that would reasonably be expected to (x) delay or prevent the funding in full of appraisalsthe Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date, environmental reportsor (y) adversely affect the ability of Parent to enforce its rights against other parties to the Debt Commitment Letter or the definitive agreements with respect thereto (provided, title insurancethat Parent may amend the Debt Commitment Letter to add or replace lenders, surveyslead arrangers, legal fees bookrunners, syndication agents or similar entities so long as such action would not reasonably be expected to delay or prevent the Closing). Parent shall promptly deliver to the Company true, complete and expenses and Lender’s commitment feecorrect copies of any such amendment, modification or replacement. (b) If Landlord desires Parent shall, and shall cause its Affiliates and Representatives to, use its reasonable best efforts (A) to maintain in effect the Debt Commitment Letter (provided that the Debt Commitment Letter may be amended, supplemented, replaced, modified or waived as provided in this Section 6.13), (B) to negotiate and enter into definitive agreements with respect to the Debt Commitment Letter (the “Debt Financing Agreements”) on the terms and conditions that are not materially less favorable to Parent than those contained in the Debt Commitment Letter, (C) to satisfy on a timely basis (or obtain the waiver of), and in a manner that will not impede the ability of the parties to consummate the Merger, all conditions to receipt of the full amount of the Debt Financing at the Closing set forth therein that are within its control or refinance subject to its influence and, upon satisfaction of the conditions set forth in the Debt Commitment Letter, to consummate the Debt Financing at or prior to the Closing, (D) to comply with its obligations under the Debt Commitment Letter, and (E) to consummate the Debt Financing at or prior to the Effective Time. In the event that all conditions precedent expressly set forth in the Debt Commitment Letter have been or, upon funding of the Debt Financing will be, satisfied, Parent and Sub shall use their reasonable best efforts to enforce their rights under, and cause the Financing Sources, lenders and the other persons providing or committing to provide the Debt Financing to comply with their obligations under the Debt Commitment Letter and definitive financing agreements and to fund on or before the Effective Time the Debt Financing. Parent shall keep the Company informed on a current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing, and, promptly following request by the Company, provide to the Company copies of all executed Debt Financing Agreements. (c) Without limiting the foregoing, Parent agrees to notify the Company promptly, and in any Loanevent within two (2) Business Days, Tenant shall negotiate in good faith with Landlord concerning if at any request made time prior to the Closing Date (i) the Debt Commitment Letter is terminated for any reason, (ii) Parent becomes aware of any breach or default (A) by any Lender Financing Source party to the Debt Commitment Letter or proposed Lender for changes any Debt Financing Agreement or modifications (B) any other party to the Debt Commitment Letter or any Debt Financing Agreement if, in the case of this clause (B), such breach or default would reasonably be expected to affect the availability of the Debt Financing or (iii) a counterparty indicates in writing or orally that it will not provide, or it refuses to provide, all or any portion of the Debt Financing contemplated by the Debt Commitment Letter on the terms set forth therein. Parent shall promptly provide any information reasonably requested by the Company relating to any circumstances referred to in this LeaseSection 6.13(c). Parent shall not, nor shall it permit any of its Affiliates to, without the prior written consent of the Company, take any action or enter into any transaction that would reasonably be expected to materially impair, delay or prevent consummation of all or any portion of the Debt Financing. (d) Parent shall have the right to substitute the net cash proceeds received by Parent after the date hereof and prior to the Closing from consummated offerings or other incurrences of debt (including notes) by Parent for all or any portion of the Debt Financing by reducing commitments under the Debt Commitment Letter; provided that Tenant shall (v) such offering or other incurrence of debt does not be obligated result in a breach or default under, or violation of, the Debt Commitment Letter, (w) the aggregate amount of the Debt Financing committed under the Debt Commitment Letter following such reduction, together with other cash and cash equivalents available to agree Parent, is sufficient to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is pay all amounts required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires be paid in connection with the transactions contemplated by this Agreement, (x) the proceeds of such financingdebt offerings or other incurrences have been received by Parent in cash, including (y) Parent promptly notifies the Company of such substitution and reduction and (z) true, correct and complete copies of each material amendment or modification to the Debt Commitment Letter relating thereto will be promptly provided to the Company. If commitments under the Debt Commitment Letter have been reduced to zero in connection with the preceding sentence, the obligations of the Company and its Subsidiaries pursuant to Section 6.14 shall no longer be in effect. Further, Parent shall have the right to substitute commitments in respect of other financings for all or any subordination, non-disturbance and attornment agreement, portion of the Debt Financing from the same and/or alternative financing sources so long as the same aggregate amount of the Debt Financing, together with other cash and cash equivalents available to Parent, is sufficient to pay all amounts required to be paid in connection with the transactions contemplated by this Agreement and all conditions precedent to funding of such financing are, in respect of certainty of funding, equivalent to (or more favorable to the Company than) the conditions precedent set forth in the Debt Commitment Letter, to supplement or replace the Debt Financing (“Alternative Debt Financing”). True, correct and complete copies of each alternative financing commitment in respect of such Alternative Debt Financing (each, a “New Debt Commitment Letter”), together with all related fee letters and associated engagement letters (solely in the case of the fee letter, with only the fee amounts, pricing, “market flex” provisions and other economic terms that do not materially adversely affect the enforceability, availability or conditionality of, or the aggregate amount of proceeds available under, the Debt Financing contained therein redacted), will be promptly provided to the Company. In the event any rightNew Debt Commitment Letter is obtained, benefit or privilege (i) any reference in this Agreement to the “Debt Financing” shall include the debt financing contemplated by the Debt Commitment Letter as modified pursuant to clause (ii) below, (ii) any reference in this Agreement to the “Debt Commitment Letter” shall be deemed to include the Debt Commitment Letter which is not superseded by a New Debt Commitment Letter at the time in question and each New Debt Commitment Letter to the extent then in effect, and (iii) any reference in this Agreement to “fee letter” shall be deemed to include any fee letter relating to the Debt Commitment Letter that is not superseded by any New Debt Commitment Letter at the time in question and each New Debt Commitment Letter to the extent then in effect. (e) On the Closing Date, Parent shall provide all funds required to effect the repayment of Tenant all indebtedness under this Lease or materially increase Tenantthe Company Credit Agreement in full in accordance with the Company Credit Agreement, subject to compliance with Section 6.14(a)(iii). (f) Notwithstanding anything to the contrary contained herein, Parent’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will hereunder are not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to a condition regarding Parent’s or any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held of its Affiliates’ obtaining funds to consummate the Merger and the transactions contemplated by Lender)this Agreement.

Financing. (a) Tenant agrees Prior to pay the Closing, Buyer shall use its commercially reasonable best efforts to take, or cause to be taken, all reasonable costs actions and expenses incurred by Landlord to do, or cause to be done, all things, in connection with each case, within its control, necessary, proper or advisable to arrange financing on the purchaseterms and conditions described in the Debt Commitment Letter. Buyer shall not permit any amendment or modification to be made to, leasing and initial financing or any waiver of any provision or remedy under, the Debt Commitment Letter without Seller’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) if such amendment, modification or waiver (i) reduces the aggregate amount of the Leased Premises includingFinancing, without limitationwhen taken together with Buyer’s cash on hand, to an amount below the amount required to satisfy Buyer’s obligations under this Agreement, (ii) impairs in any material respect the availability of the Financing, or (iii) amends the conditions precedent to the Financing in a manner that would reasonably be expected to delay in any material respect or prevent the Closing (provided that Buyer may, after consultation with Seller, replace or amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date hereof so long as such action would not reasonably be expected to materially delay or prevent the Closing), including using its commercially reasonable cost of appraisalsbest efforts to (a) maintain in effect the Debt Commitment Letter, environmental reports(b) satisfy on a timely basis, title insuranceto the extent within its control, surveysall terms and conditions applicable to Buyer to obtaining the debt financing set forth therein, legal fees (c) negotiate and expenses enter into definitive agreements with respect to the Debt Commitment Letter on the terms and Lender’s commitment feeconditions contained in the Debt Commitment Letter, and (d) comply with its obligations under the Debt Commitment Letter. (b) In the event of any Financing Failure Event (other than a Financing Failure Event caused by the breach by Seller of this Agreement), to the extent any portion of the Financing is required to fund the Purchase Price and any other amounts required to be provided by Buyer for the consummation of the transactions contemplated hereby, Buyer shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary for and obtain as promptly as practicable following the occurrence of any such Financing Failure Event alternative debt financing (the “Alternative Financing”), on substantially equivalent or more favorable terms in the aggregate from the same or other sources and which do not include any incremental conditionality to the consummation of such alternative debt financing that are materially more onerous to Buyer (in the aggregate) than the conditions set forth in the Debt Commitment Letter in effect as of the date of this Agreement in an amount sufficient, which, subject to fulfilment of the conditions set forth in this Agreement, are available to Buyer, together with its cash on hand, to consummate the transactions contemplated hereby and to pay related fees and expenses earned, due and payable as of the Closing Date, it being understood and agreed that if Buyer proceeds with any Alternative Financing, Buyer shall be subject to the same obligations with respect to such Alternative Financing as set forth in this Agreement with respect to the Financing. In the event that Alternative Financing is obtained, Buyer shall promptly provide Seller with a true and correct copy of the new financing commitment letter that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”), together with each fee letter (subject to redaction so long as such redaction does not cover terms that would adversely affect the conditionality, availability or term of the Financing). If Landlord desires applicable, any reference in this Agreement to “Financing” shall include “Alternative Financing”, and any reference to “Debt Commitment Letter” shall include the “Alternative Financing Commitment Letter”. (c) Notwithstanding the foregoing, in no event shall the commercially reasonable best efforts of Buyer be deemed or construed to require Buyer to, and Buyer shall not be required to (i) pay in the aggregate any fees in excess of $25,000 more than the fees contemplated by the Debt Commitment Letter or any related fee letter, (ii) agree to conditionality terms in connection with the Financing that are materially less favorable than those contemplated by the Debt Commitment Letter, (iii) agree to economic terms of the Financing (including cost of capital, maturity and fees) that are less favorable than those contemplated by the Debt Commitment Letter or any related fee letter (including any “flex” provisions therein), (iv) waive any terms or conditions of this Agreement or of the Debt Commitment Letter or (v) require Buyer to initiate, prosecute or maintain any action, suit, claim, arbitration or other legal proceeding against the Lender, other potential lenders or other Persons providing the Financing under the Debt Commitment Letter. (d) During the period from the date of this Agreement to the Closing Date, Seller shall use its commercially reasonable best efforts, and to cause its Representatives to, provide Buyer all cooperation that is reasonably requested by Buyer in connection with the Financing, the proceeds of which shall be used to consummate the transactions contemplated hereby, which cooperation shall include, in any event: (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions (including accounting due diligence sessions), drafting sessions, sessions with prospective lenders and sessions with rating agencies; (ii) making Seller’s officers reasonably available to assist the Lender; (iii) cooperating reasonably with the Lender’s due diligence, to the extent customary and reasonable, including delivery of corporate organizational documents, and lien searches contemplated by the Debt Commitment Letter; (iv) assisting Buyer and the Lender with the preparation of customary materials for rating agency presentations (and assisting in the obtaining of corporate, credit and facility ratings from ratings agencies), offering documents, bank information memoranda (including the delivery of customary authorization and representation letters authorizing the distribution of information to prospective lenders or investors and containing a representation that the public side versions of such documents, if any, do not include material non-public information regarding Purchased Assets and the Joe’s Business), and all other material required in connection with the Financing and all documentation and other information reasonably required in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; provided that, at least 5 Business Days prior to the Closing, Seller shall provide all such documentation and information about the Purchased Assets and the Joe’s Business as is reasonably requested in writing by Buyer at least 7 Business Days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the PATRIOT Act; (v) assisting with the preparation of, and executing and delivering, any pledge and security documents, any loan agreement, notes, other definitive financing documents, legal opinions, or any other documents that facilitate the preparation of the definitive documentation for the Financing or the creation, perfection of liens securing the Financing as may be reasonably requested by Buyer in connection therewith; (vi) facilitating the pledging of collateral and providing reasonable access in connection with any collateral audits and appraisals required in connection with the Financing; (vii) assisting Buyer in preparing customary financial information and disclosures regarding the Purchased Assets or the Joe’s Business, as may be reasonably requested by Buyer and identifying any portion of such information that constitutes material non-public information; (viii) instructing its independent accountants to cooperate with and assist Buyer in preparing customary and appropriate information packages and offering materials as the Lender or other prospective lenders may reasonably request for use in connection with the Financing and using commercially reasonable best efforts to cause such accountants to consent to the use of their reports in any material relating to the Financing (including, but not limited to, the audited financial statements referred to in the definition of “Required Information” set forth herein); (ix) using commercially reasonable best efforts to obtain customary payoff letters, lien releases, instruments of termination, waivers, consents, estoppels, approvals or refinance discharge, in each case reasonably requested by Buyer in connection with the Financing and collateral arrangements; and (x) taking such corporate or entity actions, subject to the occurrence of the Closing, reasonably requested by Buyer to permit the consummation of the Financing and to permit the proceeds thereof to be made available at the Closing; provided, that (A) no such requested cooperation may unreasonably interfere with the ongoing operations of Seller, (B) no obligation of Seller under any Loancertificate, Tenant agreement, notice or other document or instrument shall negotiate in good faith with Landlord concerning be effective until the Closing, and Seller shall not be required to pay or incur any request made by liability for any Lender commitment or proposed Lender other similar fee, pay or incur any liability for changes or modifications any expense (other than as provided in this LeaseAgreement) or incur any other obligation or liability in connection with the Financing prior to the Closing unless promptly reimbursed by Buyer (provided that notice of such fee, liability or expense is provided to Buyer) and (C) neither Seller nor its directors or officers shall be required to take any action to authorize or approve the Financing (or any Alternative Financing). (e) Seller shall use reasonable best efforts to, as promptly as practicable, update or correct any Required Information determined to contain any untrue statement of material fact or omit to state any material fact necessary to make the statements contained therein not materially misleading. Seller hereby consents to the reasonable use of its and its Subsidiaries’ logos in connection with the Financing, provided that Tenant such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Seller or its Subsidiaries or the reputation or goodwill of Seller or its Subsidiaries or any of their logos. (f) Seller shall not be obligated prepare and furnish to agree to any change which increases its obligations hereunder Buyer and Parent, as promptly as reasonably practicable (and, in any material respect. In particularevent, Tenant shall agreeno later than the time periods (if applicable) specified in the definition of “Required Information”), upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)Required Information.

Financing. (a) Tenant agrees The Company will, and will cause each of its Subsidiaries to, use its reasonable best efforts to pay all reasonable costs cause its and expenses incurred by Landlord their respective Representatives to, at Parent’s sole cost and expense, cooperate with the Parent and take such actions as the Parent may reasonably request in connection with the purchase, leasing procurement and initial financing consummation of the Leased Premises including, without limitation, Financing (or any Alternative Financing); provided that nothing contained in this Section 6.9 shall require such cooperation to the reasonable cost extent it would unreasonably interfere with the ongoing operations of appraisals, environmental reports, title insurance, surveys, legal fees the Company and expenses and Lender’s commitment feeits Subsidiaries. (b) If Landlord desires Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable, to (i) maintain in effect the Debt Financing Letter and to satisfy the conditions for obtaining the Financing, (ii) enter into definitive financing agreements with respect to the Financing so that such agreements are in effect no later than the Share Acceptance Time and (iii) consummate the Financing on or prior to the Share Acceptance Time. Without limiting the generality of the foregoing, in the event that Parent has been notified by the lenders party to the Debt Financing Letter that any portion of the Financing will not be available on the terms and conditions contemplated by the Debt Financing Letter, the Parent shall promptly notify the Company in writing and use its reasonable best efforts to obtain or refinance any Loanalternative debt financing (“Alternative Financing”) in an amount at least sufficient to, Tenant shall negotiate in good faith with Landlord concerning any request made addition to the cash and marketable securities of CIFSA and the portion of the Financing that remains available on the terms and conditions contemplated by any Lender or proposed Lender the Debt Financing Letter, pay when due for changes or modifications all of the Shares tendered and not properly withdrawn in this Lease, provided that Tenant the Offer and the aggregate Merger Consideration. Parent shall not be obligated to agree to any change which increases its obligations hereunder amendments or modifications to, or waivers of, any condition or other material provision under the Debt Financing Letter without the prior consent of the Company if such amendment, modification or waiver would impose new or additional conditions to the receipt of the Financing or otherwise amend, modify or waive any of the conditions to the receipt of the Financing in a manner would reasonably be expected to cause any material respectdelay in the satisfaction of the conditions set forth in Annex I or Article VII. Notwithstanding the foregoing, neither the Parent nor the Purchaser shall be required to (i) waive any conditions and requirements set forth in Annex I or Article VII, (ii) consent to any changes to the Financing as set forth in the Debt Commitment Letter or (iii) accept Alternative Financing on terms less favorable to the Parent and the Purchaser in the aggregate than the Financing would have been. In particularthe event the Parent obtains Alternative Financing, Tenant the provisions of this Section 6.9 shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent apply to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as Alternative Financing to the same do not materially adversely affect extent it applies to the Financing. The Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its reasonable best efforts to finalize the Financing or arrange any right, benefit or privilege of Tenant under Alternative Financing in accordance with this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)Section 6.9.

Financing. (a) Tenant agrees Without limiting Section 6.4, each of Parent OP and Parent Sub shall (and shall cause their Affiliates to) take, or cause to pay be taken, all reasonable costs actions and expenses incurred do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the Financing on the terms and conditions described in the Parent Revolving Credit Facility (without, for the avoidance of doubt, any requirement to bring any legal action against the Lender) , including (x) satisfying on a timely basis all terms, covenants and conditions set forth in the Parent Revolving Credit Facility, (y) entering into definitive agreements with respect thereto on terms and conditions substantially similar to the terms and conditions contemplated by Landlord in connection with the purchase, leasing Parent Revolving Credit Facility and initial financing (z) consummating the Financing at or prior to Closing. Parent OP will furnish correct and complete copies of all such definitive agreements to the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeRepresentative promptly upon their execution. (b) If Landlord desires Without limiting the foregoing, Parent OP and Parent Sub shall keep the Company and the Representative informed on a reasonably current basis with respect to obtain all material activity concerning the status of their efforts to arrange and consummate the Financing and shall give the Company and the Representative prompt notice of any material adverse change with respect thereto. Parent OP and Parent Sub agree to provide written notice to the Company and the Representative promptly, and in any event within two (2) Business Days, if at any time any financing source that is to be a party to the Parent Revolving Credit Facility notifies Parent OP or refinance any LoanParent Sub in writing that such source no longer intends to provide financing to Parent OP or Parent Sub on substantially the terms set forth therein, Tenant shall negotiate or Parent OP or Parent Sub believes in good faith that it will be unable to obtain the Financing on substantially the terms described in the Parent Revolving Credit Facility. None of Parent OP or Parent Sub shall amend or alter, or agree to amend or alter, the Parent Revolving Credit Facility in any manner that would be materially adverse to the Contributors or reasonably likely to prevent or materially impair or delay the consummation of the Contemplated Transactions, without the prior written consent of the Representative. (c) If any portion of the Financing becomes unavailable on terms and conditions substantially similar to the terms and conditions contemplated in the Parent Revolving Credit Facility or the Parent Revolving Credit Facility shall be modified in a manner materially adverse to Parent OP, Parent Sub or the Contributors, Parent OP and Parent Sub shall (and shall cause their Affiliates to) obtain and as promptly as reasonably practicable provide the Company and the Representative with Landlord concerning a copy of, a new credit facility (the “New Facility”) from alternative sources on terms and conditions substantially similar to the terms (including with respect to interest rate and fees) and conditions contemplated in the Parent Revolving Credit Facility or any request made other financing of the type permitted by Section 3.F of the Tax Matters Agreements as refinancing of the Financing (“Alternate Financing”); provided, that such New Facility and such Alternate Financing must (i) provide for aggregate debt financing to Parent OP that has the benefit of the Member Guarantees in an amount equal to $550,000,000 (it being understood that a lesser amount may be required to satisfy the Parent Parties’ obligations under this Agreement), (ii) be available to fund the Special Distribution Amount and other amounts required to be funded from the Financing, and (iii) otherwise satisfy the requirements for the Financing under this Agreement. To the extent applicable, Parent OP and Parent Sub shall (and shall cause their Affiliates to) take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange promptly and consummate the Alternate Financing on the terms and conditions described in any Lender New Facility, including (x) satisfying on a timely basis all terms, covenants and conditions set forth in the New Facility (without, for the avoidance of doubt, any requirement to bring any legal action against the Lender); (y) entering into definitive agreements with respect thereto on terms and conditions substantially similar to the terms and conditions contemplated by the New Facility; and (z) consummating the Alternate Financing at or proposed Lender for changes or modifications prior to the Closing. In the event Alternate Financing is obtained and a New Facility is entered into, references in this LeaseAgreement to the applicable Parent Revolving Credit Facility shall be deemed to include the New Facility, provided as applicable. Notwithstanding anything to the contrary in this Agreement, Parent REIT, Parent OP and Parent Sub acknowledge and agree that Tenant obtaining the Financing, or any Alternate Financing, is not a condition to their respective obligations to consummate the Contemplated Transactions at Closing; provided, that the Parent Parties shall not be obligated deemed to agree have breached Section 6.5(a) if they obtain Alternate Financing in accordance with Section 6.5(c). (d) The Company agrees to any change which increases its obligations hereunder in any material respect. In particularuse, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend cause the rights of Landlord hereunder Group Companies to any such Lender and use, reasonable efforts to consent to such financing if such consent is provide all cooperation reasonably requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires Parent OP in connection with such financingthe Financing (including, as applicable, any Alternate Financing), including without limitation: (i) providing and causing their advisors to provide all available information reasonably deemed reasonably necessary by Parent OP or the Lenders to complete syndication of the Financing, including, but not limited to available financial information that is customarily provided in such financings and is deemed necessary by Parent OP or the Lenders for the consummation of such Financing; (ii) assisting in the preparation and updating of the information memoranda and other materials to be used in connection with the Financing and any subordinationrelated syndication efforts, non-disturbance including, as applicable, participating in due diligence and attornment agreement, so long as drafting sessions; (iii) cooperating in procuring any requisite rating for the same do not materially adversely affect any right, benefit or privilege Financing from an accredited rating agency; (iv) making the officers and advisors of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance the Group Companies available from time to time to attend and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord make presentations regarding their respective businesses; and (bv) Lender assisting in the preparation of definitive agreements and its assigns will not other certificates and documents, as may be subject reasonably requested in connection with the foregoing, provided, however, that with respect to all matters described in this Section 6.5(d) no Group Company shall be required to execute any counterclaimdocument or make any statements, demand certifications, or offsets which Tenant may have against Landlord (except analysis for the benefit of Parent REIT, Parent OP or Parent Sub or any Escrow Payments or Net Award actually held by Lender)other Person other than documents, statements, certifications and analyses to become effective immediately after the Closing.

Financing. (a) Tenant agrees Subject to the terms and conditions of this Agreement, each of Holdco and Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary and advisable to arrange and obtain the Financing on the terms and conditions described in the Financing Commitments and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under any Financing Commitment; provided, that Parent and Merger Sub may amend or modify the Financing Commitments and/or elect to replace all or any portion of the Debt Financing and/or Equity Financing with alternative debt and/or equity financing (the “Alternative Financing”), in each case so long as (i) the aggregate proceeds of the Financing (as amended or modified) and/or any Alternative Financing will be sufficient for Merger Sub and the Surviving Corporation to pay all reasonable costs (A) the aggregate Merger Consideration, and expenses incurred by Landlord (B) any other amounts required to be paid in connection with the purchase, leasing and initial financing consummation of the Leased Premises Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith, (ii) the amendment or modification or the Alternative Financing does not impose new or additional conditions or otherwise expands, amends or modifies the existing conditions in any way and (iii) the amendment or modification or the Alternative Financing would not or would not reasonably be expected to (x) prevent or materially delay the consummation of the Transactions or (y) adversely impact the ability of Parent or Merger Sub to enforce their respective rights against the other parties to the Financing Commitments. Parent shall promptly deliver to the Company copies of any such amendment, modification or replacement. In addition, Holdco, Parent and Merger Sub shall use their respective reasonable best efforts to (i) subject to its rights under the first sentence of this Section 6.07(a), maintain in full force and effect the Financing Commitments until the Transactions are consummated, (ii) negotiate any definitive agreements in addition to the Loan Agreement and as contemplated by the Loan Agreement (including, without limitation, the Company Security Documents defined in the immediately following section (c)), with respect to the Senior Debt Financing and definitive agreements with respect to the Mezzanine Debt Financing, and the Equity Financing on the terms and conditions contained in the Note Purchase Agreement and the Equity Commitment Letters, (iii) satisfy on a timely basis all conditions in the Financing Commitments that are within its control and otherwise comply with its obligations thereunder, (iv) consummate the Financing at or prior to the Effective Time and (v) assuming all terms and conditions of the Debt Financing have been satisfied, cause the Lender or the Sponsor to fund on the Closing Date the Debt Financing required to consummate the Merger and the other transactions contemplated hereby; provided, that under no circumstance shall Parent or Merger Sub be under any obligation to seek through litigation or other legal proceeding to enforce its rights against any Lender. In the event that all conditions to funding under the Financing Commitments (other than the Equity Commitment Letters) have been satisfied, Holdco, Parent and Merger Sub shall use their respective reasonable cost best efforts to cause the Sponsor and Mr. Zishen Wu to fund the Equity Financing required to consummate the transactions contemplated under this Agreement, including the Merger in accordance with the terms of appraisalsthis Agreement (including taking enforcement actions to cause such persons to provide such Equity Financing in the event conditions (A) through (D) under Section 9.07(b)(i) have been satisfied). For purposes of this Section 6.07, environmental reportsreferences to “Financing” shall include the financing contemplated by the Financing Commitments as permitted to be replaced, title insuranceamended or supplemented by this Section 6.07(a), surveysand references to “Financing Commitments” shall include such documents as permitted to be replaced, legal fees and expenses and Lender’s commitment feeamended or supplemented by this Section 6.07(a). (b) If Landlord desires Without limiting the generality of Section 6.07(a), Holdco and Parent shall give the Company prompt notice: (i) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) by any party to any Financing Commitment, which would be reasonably likely to result in any condition of the Financing Commitment not to be satisfied or the termination of any Financing Commitment, of which Parent or Merger Sub becomes aware; (ii) of the receipt of any written notice or other written communication from any party to any Financing Commitment with respect to any alleged or potential breach, default, termination or repudiation by any party to any Financing Commitment or any provisions of the Financing Commitment related to the Financing which could result in any condition of the Financing Commitment not to be satisfied or the termination of any Financing Document; (iii) of any material dispute or disagreement between or among any parties to the Financing Commitment; and (iv) if Holdco, Parent or Merger Sub at any time believes that it will not be able to obtain all or refinance any Loanportion of the Financing on the terms, Tenant in the manner or from the sources contemplated by the Financing Commitments. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, (A) Parent shall negotiate promptly notify the Company, and (B) Holdco and Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms not less favorable to Holdco, Parent and Merger Sub (as determined in good faith the reasonable judgment of Parent), in an amount sufficient to consummate the Merger as promptly as possible, but in any event no later than the earlier of (x) thirty (30) days after the originally contemplated Closing Date, or (y) the Termination Date. (c) The Company agrees to provide, and shall cause each Company Subsidiary and each of their respective Representatives to provide to Parent and Merger Sub, all reasonable cooperation as may be requested by Parent or its Representatives in connection with Landlord concerning the Debt Financing and any request made Alternative Financing, including, without limitation, (i) causing the Company’s independent accountants to provide assistance and cooperation to Parent and its representatives, including participating in drafting sessions and accounting due diligence sessions, assisting in the preparation of any pro forma financial statements, providing consent to Parent to use audit reports relating to the Company and the Company Subsidiaries and providing any necessary “comfort letters”, (ii) assisting in the negotiation of, and executing and delivering, definitive financing documents, including pledge and security documents, and certificates (including a certificate of the chief financial officer of the Company (or any of the Company Subsidiaries) with respect to solvency matters before giving effect to the Debt Financing or Alternative Financing, the consummation of the Transactions, any matters relating to Parent or any actions to be taken from and after the Closing), legal opinions, management representation letters or other documents, to the extent reasonably requested by Parent and otherwise reasonably facilitating the pledging of collateral or consummation of the Debt Financing or Alternative Financing, (iii) providing reasonable access by Parent and any Lender Debt Financing or proposed Lender Alternative Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and each of the Company Subsidiaries, (iv) obtaining surveys and title insurance reasonably requested by Parent, (v) using commercially reasonable efforts to obtain consents customary for changes financings similar to the Debt Financing or modifications Alternative Financing, (vi) taking all reasonable actions necessary to (x) permit the prospective lenders involved in the Debt Financing or Alternative Financing to evaluate the Company’s assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (y) establish bank and other accounts and blocked account Contracts and lock box arrangements in connection with the foregoing, and (vii) take all other corporate actions reasonably necessary to permit the consummation of the Debt Financing or Alternative Financing; provided, that (A) none of the Company or any of the Company Subsidiaries shall be required to become subject to any obligations or liabilities with respect to definitive financing documents, including pledge and security documents prior to the Closing and none of the Company or any Company Subsidiary shall be required to take any action that is not contingent upon the Closing or that would be effective prior to the Effective Time, (B) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business and operations of the Company or the Company Subsidiaries and (C) none of the Company or any of the Company Subsidiaries shall be required to issue any offering or information document prior to the Effective Time. Notwithstanding any other provision of this LeaseAgreement, provided none of the Company or any of the Company Subsidiaries shall be required to take any action that Tenant shall would subject it to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment which the Parent does not be obligated to agree to reimburse the Company for or incur any change which increases its obligations hereunder other liability or provide or agree to provide any indemnity in connection with the Financing or any material respectof the foregoing prior to the Effective Time. In particularParent shall, Tenant shall agree, promptly upon request by the Company, reimburse the Company for all reasonable out of Landlord, to supply any such Lender pocket costs and expenses incurred by the Company and the Company Subsidiaries in connection with such notices the cooperation of the Company and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested Company Subsidiaries contemplated by such Lender. Tenant shall provide any other consent or statement this Section 6.07 and shall execute indemnify and hold harmless the Company and the Company Subsidiaries from and against any and all other documents that such Lender requires liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with such financing, including the arrangement of the Debt Financing or Alternative Financing and any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject information utilized in connection therewith except with respect to any counterclaiminformation provided by the Company or any of the Company Subsidiaries. The Company hereby consents to the use of its and the Company Subsidiaries’ logos in connection with the Debt Financing or Alternative Financing; provided, demand that such logos are used solely in a manner that is not intended to or offsets which Tenant may have against Landlord (except for reasonably likely to harm or disparage the Company or any Escrow Payments or Net Award actually held by Lender)Company Subsidiary.

Financing. (a) Tenant agrees Parent shall use its reasonable best efforts to pay take, or cause to be taken, all reasonable costs actions and expenses incurred do, or cause to be done, all things necessary, advisable or proper to obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letter (or 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: (i) maintaining in effect the Commitment Letter (provided, that the Commitment Letter may be amended, supplemented, modified and replaced as permitted by Landlord in connection this Section 6.11 (a)), (ii) negotiating and entering into Definitive Financing Agreements with respect to the Financing consistent with the purchaseterms and conditions contained in the Commitment Letter (including, leasing as necessary, the “flex” provisions contained in any related fee letter) and initial financing (iii) satisfying (or, if deemed advisable by Parent, obtaining the waiver of) on a timely basis all conditions (other than those conditions that by their nature are to be satisfied at the Closing) in the Commitment Letter and the Definitive Financing Agreements and complying with its obligations thereunder. In the event that all conditions contained in the Commitment Letter (other than the consummation of the Leased Premises includingMerger and those conditions that by their nature are to be satisfied at the Closing) have been satisfied or waived, Parent shall use reasonable best efforts to enforce its rights under the Commitment Letter, including to cause the Financing Sources to fund on the Closing Date the Debt Financing; provided, that in no event shall Parent be obligated to bring any Legal Proceedings against any Financing Sources. Parent shall not without limitationthe prior written consent of the Company permit any amendment or modification to, replacement of, or any waiver of any material provision or remedy under, the reasonable cost Commitment Letter if such amendment, modification, replacement, waiver or remedy would reasonably be expected to prevent, impede or materially delay the consummation of appraisalsthe Merger and the other transactions contemplated by this Agreement; provided, environmental reportsthat no consent from the Company shall be required for (i) any amendment, title insurancereplacement, surveyssupplement or modification of the Commitment Letter that adds lenders, legal fees lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof, (ii) implementation or exercise of any “flex” provisions provided in any related fee letter as in effect as of the date hereof or (iii) any amendment to, or replacement of or supplement or modification to, the Commitment Letter or Definitive Financing Agreement so long as such action would not be prohibited by the foregoing clause. Parent shall promptly notify the Company of any such amendment, modification, waiver or replacement and expenses and Lender’s commitment feedeliver the Company a copy thereof. (b) If Landlord desires Without limiting the generality of Section 6.11(a), if Parent believes it will incur any Financing in connection with the Closing, on not less than five Business Days’ prior written notice of the initial request therefor, the Company agrees to cooperate with Parent, as reasonably requested by Parent, to obtain such Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or refinance any Loanof its Subsidiaries) including by using (and by causing its Subsidiaries and its Representatives to use) reasonable best efforts to: (i) cause the management of the Company, Tenant in each case, with appropriate seniority and expertise, to participate, at reasonable times and upon reasonable advance notice, in a reasonable number of meetings, presentations, roadshows, drafting sessions, sessions with rating agencies, conference calls with prospective lenders of and investors in the Financing, and due diligence sessions; (ii) subject to the confidentiality undertakings set forth in the Confidentiality Agreement, provide reasonable and customary assistance with the preparation of materials relating to the Company and its Subsidiaries in connection with the transactions contemplated by this Agreement for rating agency presentations, marketing materials, offering documents and other documents necessary for any Financing, and provide reasonable cooperation with the due diligence efforts of the Financing Sources with respect to the Company and its Subsidiaries during normal business hours upon reasonable advance notice; (iii) furnish to Parent (A) the Financing Deliverables and (B) the Financing Information (including any updates to the Financing Information so that marketing materials used in any Financing do not contain any untrue statement of a material fact or omit to state a fact necessary to make the statements contained therein not misleading as a result of a misstatement or omission with respect to the Financing Information, other than, in each case, with respect to information supplied by or on behalf of Parent or Merger Sub); (iv) cause its independent auditors to provide reasonable and customary cooperation in connection with the Financing, including by providing the Specified Auditor Assistance and signing customary management representation letters to such auditors so that such Specified Auditor Assistance can be provided; (v) assist Parent with Parent’s preparation of pro forma financial statements and projections by providing the Financing Information to be used in preparing such pro formas that are requested in connection with any Financing or that would customarily be included in the marketing materials with respect to the Financing; and (vi) furnish to Parent other documents of the Company and its Subsidiaries reasonably requested by Parent in connection with any Financing that includes an offering of securities in order to allow such Financing Sources to establish a “due-diligence” defense; and (vii) satisfy the conditions precedent set forth in the Debt Letters or any Definitive Financing Agreement to the extent the satisfaction of such conditions requires the cooperation of or is within the control of the Company and its Subsidiaries. (c) The Company hereby consents to the use of its and each of its Subsidiaries’ logos in connection with the Financing; provided that such logos are used solely in a manner that is not intended to, and is not reasonably expected to, harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or its Subsidiaries and their respective marks, products, services, offerings or Intellectual Property Rights. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including attorney’s fees) incurred by the Company and any of its Subsidiaries and their respective Representatives in connection with providing the assistance contemplated by this Section 6.11. Parent shall negotiate in good faith with Landlord concerning indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any request made and all losses, damages, claims, costs, expenses (including reasonable attorney’s fees), awards, judgments, penalties and other Liabilities actually suffered or incurred by any Lender of them in connection with the Financing and any information used in connection therewith (other than any information provided in writing by the Company or proposed Lender any of its Subsidiaries expressly for changes use in connection therewith) or modifications in connection with providing the assistance contemplated by this Section 6.11, except to the extent arising from bad faith, willful misconduct or fraud of the Company, its Subsidiaries or their respective Representatives. (d) Notwithstanding anything to the contrary contained in this LeaseSection 6.11, provided (i) none of the Company or any of its Subsidiaries or their respective Representatives shall be required to take or permit the taking of any action or provide any assistance that Tenant would (A) unreasonably interfere with the business or operations of the Company or any of its Subsidiaries, (B) cause any representation or warranty or covenant of the Company in this Agreement to be breached by the Company or any of its Subsidiaries, (C) require the Company or any of its Subsidiaries or their respective Affiliates to pay (or agree to pay) any fees, or reimburse any expenses prior to the Closing for which it is not promptly reimbursed, or otherwise incur any other obligations (other than any obligations under customary authorization letters, management representation letters or other documents delivered to the Company’s independent registered accounting firm in connection with the Specified Auditor Assistance) or give any indemnities prior to the Closing that are not contingent on the Closing, (D) cause any director, officer, employee or shareholder of the Company or any of its Subsidiaries to incur any personal Liability, (E) conflict with the Charter Documents of the Company or any of its Subsidiaries or any Applicable Laws, (F) result in the breach of, or default under, any Material Contract or (G) require the Company or any of its Subsidiaries to prepare separate financial statements for the Company or any of its Subsidiaries or change any fiscal period or prepare any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice; and (ii) none of the Company or any of its Subsidiaries or any of their respective directors or officers shall not be obligated to agree adopt resolutions or execute consents to approve or authorize the execution of the Financing; provided, however that this clause (ii) shall not prohibit the adoption or execution of any change which increases resolutions or consents effective no earlier than the Closing Date (after giving effect to the Closing) by any Person that will remain or will become an officer or director of the Surviving Company as of the Effective Time. Nothing in this Section 6.11 shall require the Company or any of its obligations hereunder in Subsidiaries or their respective Representatives to disclose any material respect. In particularinformation to Parent, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend Parent’s Representatives or the rights of Landlord hereunder to any such Lender and to consent to such financing Financing Sources if such consent disclosure would (x) violate any Applicable Law or Contract or (y) jeopardize the attorney-client privilege, work product doctrine or other legal privilege held by the Company or any of its Subsidiaries. If the Company or any of its Subsidiaries does not provide or cause its Representatives to provide such access or such information in reliance on the immediately preceding sentence, then the Company shall (1) provide a written notice to Parent stating that it is requested by withholding such Lender. Tenant access or such information and (2) reasonably cooperate to provide the applicable access or information in a way that would not violate such Applicable Law or Contract or jeopardize such privilege. (e) Parent acknowledges and agrees that, other than reasonable out-of-pocket costs and expenses subject to reimbursement pursuant to Section 6.11(c), none of the Company or any of its Subsidiaries or any of their respective Representatives shall provide have any other consent responsibility for, or statement and shall execute incur any and all other documents Liability to, any Person under any Financing that such Lender requires Parent may obtain in connection with such financingthe transactions contemplated by this Agreement or any cooperation provided pursuant to this Section 6.11. (f) Notwithstanding any other provision set forth herein or anything to the contrary contained in the Confidentiality Agreement, including Parent or any subordination, non-disturbance of its Affiliates may disclose Confidential Information (as defined in the Confidentiality Agreement) of the Company and attornment agreementits Subsidiaries to the Financing Sources (other than any sensitive information that the Company specifically designates in writing may not be disclosed), so long as the same do Financing Sources are subject to confidentiality undertakings under a binding written confidentiality commitment to Parent that are at least as restrictive as those applicable to Parent with respect to the Company (except that such confidentiality agreement need not materially adversely affect contain any rightexplicit or implicit standstill provision). (g) Notwithstanding anything in this Agreement to the contrary, benefit the parties hereto acknowledge and agree that the provisions contained in this Section 6.11 represent the sole obligations of the Company, its Subsidiaries and their respective Representatives with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by Parent or privilege any of Tenant under its Subsidiaries with respect to the transactions contemplated by this Lease Agreement and no other provision of this Agreement shall be deemed to expand such obligations. Notwithstanding anything to the contrary contained herein, in no event shall the receipt or materially increase Tenantavailability of any funds or financing (including, for the avoidance of doubt, the Financing) by Parent, Merger Sub or any of their respective Subsidiaries be a condition to any of Parent’s or Merger Sub’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)Agreement.

Financing. (a) Tenant agrees Parent shall use its reasonable best efforts to pay take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the Financing on the terms and conditions described in the Commitment Letter, including (i) using reasonable costs best efforts to (x) satisfy on a timely basis all terms, covenants and expenses incurred conditions set forth in the Commitment Letter; (y) enter into definitive agreements with respect thereto on the terms and conditions contemplated by Landlord in connection with the purchase, leasing Commitment Letter; and initial financing (z) consummate the Financing at or prior to Closing; and (ii) seeking to enforce its rights under the Commitment Letter. Parent will furnish correct and complete copies of all such definitive agreements to the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeCompany promptly upon their execution. (b) If Landlord desires Parent shall keep the Company informed with respect to obtain all material activity concerning the status of the Financing contemplated by the Commitment Letter and shall give the Company prompt notice of any material adverse change with respect to such Financing. Without limiting the foregoing, Parent agrees to notify the Company promptly, and in any event within two Business Days, if at any time (i) the Commitment Letter shall expire or refinance be terminated for any Loanreason, Tenant shall negotiate (ii) any financing source that is a party to the Commitment Letter notifies Parent that such source no longer intends to provide financing to Parent on the terms set forth therein, or (iii) for any reason Parent no longer believes in good faith with Landlord concerning that it will be able to obtain all or any request made portion of the Financing contemplated by any Lender or proposed Lender for changes or modifications in this Leasethe Commitment Letter on the terms described therein. Parent shall not, provided that Tenant and shall not be obligated permit any of its Affiliates to, without the prior written consent of the Company, take or fail to agree to take any change which increases its obligations hereunder in action or enter into any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financingtransaction, including any subordinationmerger, non-disturbance acquisition, joint venture, disposition, lease, contract or debt or equity financing, that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternate Financing contemplated by any Alternate Financing. Parent shall not amend or alter, or agree to amend or alter, the Commitment Letter in any manner that would prevent or materially impair or delay the consummation of Transactions without the prior written consent of the Company. (c) If any portion of the Financing becomes unavailable on the terms and attornment agreementconditions contemplated in the Commitment Letter or the Commitment Letter shall be terminated or modified in a manner materially adverse to Parent for any reason, so long as Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions (“Alternate Financing”) and to obtain, and, if obtained, will provide the Company with a copy of, a new financing commitment that provides for at least the same do not materially adversely affect amount of financing as such Commitment Letter as originally issued, to the extent needed to fund the Required Amounts, and on terms and conditions (including termination rights and funding conditions) no less favorable to Parent or Merger Sub than those included in the Commitment Letter (the “New Commitment Letter”). To the extent applicable, Parent shall use its reasonable best efforts to take, or cause to be taken, all things necessary, proper or advisable to arrange promptly and consummate the Alternate Financing on the terms and conditions described in any rightNew Commitment Letter, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordinationincluding (i) using reasonable best efforts to (x) satisfy on a timely basis all terms, nondisturbance covenants and attornment agreement may require Tenant to confirm that conditions set forth in the New Commitment Letter; (ay) Lender enter into definitive agreements with respect thereto on the terms and its assigns will not be liable for any misrepresentation, act or omission of Landlord conditions contemplated by the New Commitment Letter; and (bz) Lender consummate the Alternate Financing at or prior to the Closing and (ii) seeking to enforce its assigns will not rights under the New Commitment Letter. In the event Alternate Financing is obtained and a New Commitment Letter is entered into, references in this Agreement to the Commitment Letter shall be subject deemed to any counterclaimrefer to the New Commitment Letter, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)as applicable.

Financing. (a) Tenant agrees Subject to pay the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to (i) maintain in full force and effect the Equity Commitment Letter until the Transactions are consummated, (ii) satisfy, or cause to be satisfied, on a timely basis all reasonable costs conditions to the closing of and expenses incurred by Landlord funding under the Equity Commitment Letter applicable to Parent and/or Merger Sub that are within its control, and (iii) consummate the Equity Financing at or prior to the Effective Time in connection accordance with the purchase, leasing and initial financing terms of the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeEquity Commitment Letter. (b) If Landlord desires Notwithstanding anything to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications the contrary in this LeaseAgreement, from time to time and at any time prior to the Closing, Parent shall be entitled to adjust the number of Rollover Shares and/or the amount of the Equity Financing and, in connection therewith, amend the applicable Support Agreement and/or the Equity Commitment Letters, or enter into additional Support Agreements and/or Equity Commitment Letters, in each case solely to give effect to such adjustments; provided that Tenant (i) Parent shall deliver a prior written notice to the Company and any such notice shall be accompanied by, in the case of any adjustment to the number of Rollover Shares, a true and complete copy of the applicable draft amended or additional Support Agreements, and in the case of any adjustment to the amount of the Equity Financing, a true and complete copy of the applicable draft amended or additional Equity Commitment Letters, (ii) any amended or additional Equity Commitment Letters so entered into shall not impose new or additional conditions precedent or adversely change the conditions precedent set forth therein and shall be obligated to agree to any change which increases its obligations hereunder on other terms and conditions not materially less favorable (from the standpoint of the Company), in any material respect. In particular, Tenant shall agree, upon request of Landlordthe aggregate, to supply Parent and Merger Sub than those contained in comparable Equity Commitment Letters then existing, (iii) after giving effect to such adjustment, and taking into consideration any such Lender with such notices amended or additional Support Agreement and reasonable information as Tenant Equity Commitment Letters, the Equity Commitment Letters shall provide for an aggregate amount of proceeds that is sufficient for Parent and the Surviving Entity to pay (x) the Merger Consideration, and (y) any other amounts required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires be paid in connection with such financingthe consummation of the Transactions on the terms and conditions contemplated hereby, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (biv) Lender and its assigns will such adjustment would not otherwise reasonably be subject expected to any counterclaimprevent, demand delay or offsets which Tenant may have against Landlord (except for any Escrow Payments impair the ability of Parent or Net Award actually held by Lender)Merger Sub to consummate the Transactions.

Financing. (a) Tenant agrees (i) Subject to pay all the terms and conditions of this Agreement, Vertical/Trigen shall, and shall cause its subsidiaries to, use their respective reasonable costs best efforts to obtain the Financing on the terms and expenses incurred conditions (including the “market flex” provisions), contained in the Commitment Letters as promptly as practicable taking into account the anticipated Closing Date (after giving effect to and contemplating the Marketing Period) and shall not permit any amendment or modification to be made to, or any waiver of any provision under, the Commitment Letters, in each case, without the prior written consent of the Osmotica Shareholders’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, that, without the consent of the Osmotica Shareholders’ Representative, Vertical/Trigen may (A) amend the Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents, additional purchasers or similar entities who had not executed the Commitment Letters as of the date hereof, or (B) otherwise modify or amend, or agree to any waivers in respect of, either Commitment Letter so long as, in each case, (1) such action would not reasonably be expected to (x) reduce the aggregate amount of the Financing (including by Landlord increasing the amount of fees to be paid or original issue discount) in a manner that would cause the representation set forth in Section 4.08(c) to be untrue or inaccurate, (y) delay or prevent the Closing, or (z) impair the availability of the Financing on the Closing Date, and (2) the terms of such amendment, modification or waiver are not less beneficial to Vertical/Trigen, with respect to conditionality or enforcement, than those in the Commitment Letters as in effect on the date of this Agreement. Vertical/Trigen shall promptly deliver to Osmotica copies of any such amendment, modification or waiver, and shall promptly consult with Osmotica in connection with any proposed amendment, modification or waiver pursuant to the purchasepreceding clause (B). For purposes of this Section 5.12 and Sections 4.16 and 4.21, leasing references to the “Financing” shall include the financing contemplated by the Commitment Letters as permitted to be amended or modified by this Section 5.12(a), and initial financing of references to the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment fee. (b) If Landlord desires “Commitment Letters” shall include such documents as permitted to obtain be amended or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made modified by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by LenderSection 5.12(a).

Financing. (a) Tenant agrees Each of the Parent Parties shall use, and shall cause its Affiliates to pay use, its commercially reasonable best efforts to take, or cause to be taken, all reasonable costs actions and expenses incurred by Landlord do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions) described in connection the Commitment Letter, and shall not permit any amendment, supplement or modification to be made to, or any waiver of any provision under, the Commitment Letter to the extent that such amendment, supplement, modification or waiver (A) reduces (or could have the effect of reducing) the aggregate amount of the Financing below an amount necessary for the Parent to be able to satisfy the Merger Amounts on the Closing Date, or (B) imposes new or additional material conditions or otherwise materially expands upon any of the conditions to the consummation of the Financing on the Closing Date, or (C) expands, amends or modifies any other provision, in a manner materially adverse to the Company or that would reasonably be expected to (x) delay or prevent or make materially less likely the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (y) materially adversely impact the ability of any Parent Party to enforce its rights against other parties to the Commitment Letter or the definitive agreements with respect thereto (provided that, notwithstanding the foregoing subject to compliance with the purchaseother provisions of this Section 6.12(a), leasing the Parent Parties may amend or otherwise modify the Commitment Letter to add additional lenders, arrangers, bookrunners and initial financing agents). Parent shall promptly deliver to the Company copies of any material amendment, supplement, waiver, consent, modification or replacement in respect of the Leased Premises includingCommitment Letter, and, at the request of the Company, provide the Company with such information and documentation to allow the Company to reasonably monitor the progress of such financing activities. The Parent Parties shall not agree to the withdrawal, termination, repudiation, reduction or rescission of any commitment in respect of the Financing, and shall not release or consent to the termination of the obligations of the financing sources under the Commitment Letter, in each case, without limitationthe prior written consent of the Company. For purposes of this Section 6.12, (i) references to “Financing” shall include the reasonable cost of appraisalsfinancing contemplated by the Commitment Letter as permitted to be amended, environmental reportsmodified, title insurance, surveys, legal fees and expenses and Lender’s commitment fee. (bsupplemented or replaced by this Section 6.12(a) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (bii) Lender and its assigns will not be subject references to “Commitment Letter” shall include any counterclaimamendments, demand modifications, supplements or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held replacements permitted by Lenderthis Section 6.12(a).

Financing. (a) Tenant agrees to pay Parent shall use reasonable best efforts to: (i) maintain in effect the Commitment Letter and Fee Letter in accordance with their terms; and (ii) satisfy (or, if deemed advisable by Parent, obtain the waiver of) on a timely basis all reasonable costs conditions in the Commitment Letter, Fee Letter and expenses incurred by Landlord in connection the Definitive Agreements and comply with the purchase, leasing and initial financing of the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeits obligations thereunder. (b) If Landlord desires Unless, and to the extent, Parent or Merger Sub have sufficient cash from other sources (including by reason of a capital markets or other financing transaction) available to satisfy their obligations under this Agreement, from and after the execution of this Agreement, Parent shall use its reasonable best efforts to obtain the proceeds of the Debt Financing on the terms and conditions described in the Commitment Letter and Fee Letter, including using reasonable best efforts to: (i) negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) not materially less favorable to Parent and Merger Sub, in the aggregate, than the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter); and (ii) consummate the Debt Financing at or refinance any Loanprior to the Closing. (c) Parent shall not, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant without the prior written consent of the Company (which shall not be obligated unreasonably withheld, delayed, conditioned or denied), permit any amendment or modification to, or any waiver of any provision (including any remedy) under, or voluntarily replace (it being understood that any Alternative Debt Financing shall not be deemed a voluntary replacement for purposes of the sentence), the Commitment Letter or Fee Letter if such amendment, modification, or waiver or voluntary replacement (w) adds new (or adversely modifies any existing) conditions to agree the consummation of the Debt Financing as compared to any change which increases those in the Commitment Letter and Fee Letter as in effect on the date of this Agreement, (x) adversely affects the ability of Parent to enforce its obligations hereunder rights against other parties to the Commitment Letter, Fee Letter or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability of Parent to enforce its rights against such other parties to the Commitment Letter and Fee Letter as in any material respect. In particulareffect on the date of this Agreement, Tenant shall agree, upon request (y) reduces the aggregate amount of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent Debt Financing (unless after giving effect to such financing if such reduction, the representation and warranty in Section 5.09(d) shall be true and correct), or (z) would otherwise reasonably be expected to prevent, materially impede or materially delay the Closing; provided that, for the avoidance of doubt, no consent from the Company shall be required for (A) any amendment, replacement, supplement or modification of the Commitment Letter that is requested by such limited to adding lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date of this Agreement (including in replacement of a Lender. Tenant shall provide ), (B) implementation or exercise of any other consent “flex” provisions provided in the Fee Letter as in effect as of the date hereof or statement and shall execute (C) any and all other documents that such Lender requires in connection with such financingamendment, including any subordinationreplacement, non-disturbance and attornment agreementsupplement or modification to the Commitment Letter, Fee Letter or Definitive Agreements so long as such action would not be prohibited by the foregoing clauses (w) - (z). (d) Parent shall keep the Company reasonably informed on a reasonably current basis of the status of its efforts to consummate the Debt Financing. Parent shall provide the Company with prompt notice of any breach, default, termination or repudiation (or any written notice thereof) by any party to any Commitment Letters or the Definitive Agreements of which Parent gains knowledge and that would reasonably be expected to prevent, materially impede or materially delay the Closing. Unless, and to the extent, Parent or Merger Sub have sufficient cash from other sources (including by reason of a capital markets or other financing transaction) available to satisfy their obligations under this Agreement, from and after the execution of this Agreement, in the event that any portion of the Debt Financing becomes unavailable (other than as a result of a breach by the Company of this Agreement which prevents or renders impracticable the consummation of the Debt Financing), Parent will (1) use its reasonable best efforts to obtain alternative debt financing (the “Alternative Debt Financing”) from the same do or other sources, in an amount such that the representation in Section 5.09(d) shall be true and correct, and which Alternative Debt Financing does not materially adversely affect include any rightincremental conditionality to the consummation thereof that are more onerous to Parent or the Company, benefit in the aggregate, than the conditions set forth in the Commitment Letter and Fee Letter in effect as of the date of this Agreement and (2) promptly notify the Company of such unavailability and the reason therefor. (e) For purposes of the foregoing Sections 6.10(a) – (d), (i) the term “Commitment Letter” shall be deemed to include any commitment letter (or privilege similar agreement) with respect to any Alternative Debt Financing, (ii) the term “Fee Letter” shall be deemed to include any fee letter (or similar agreement) with respect to any Alternative Debt Financing and (iii) the term “Lenders” shall be deemed to include any lenders providing the Alternative Debt Financing. Other than for purposes of Tenant under this Lease Section 5.09, the term “Debt Financing” shall be deemed to include any permitted Alternative Debt Financing or materially increase Tenantany capital markets or other financing transactions intended to or that does fund Parent and Merger Sub’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)Agreement.

Financing. (a) Tenant agrees The Company shall use its reasonable best efforts to pay all reasonable costs and expenses incurred by Landlord in connection with the purchase, leasing and initial financing ensure that as of the Leased Premises including, without limitationClosing Date, the reasonable cost Company has the funds necessary to consummate the transactions contemplated by the definition of appraisalsthe term Financing, environmental reportsand shall not, title insuranceand shall not permit any of its Subsidiaries to, surveystake or agree to take any action that is reasonably likely to prevent or in any material respect impair its ability to complete, legal fees and expenses and Lender’s commitment feeor delay the Financing. (b) If Landlord desires In the event that all conditions to obtain the Commitment Letter have been satisfied (or refinance would be satisfied simultaneously with the Closing), the Company shall use its reasonable best efforts to cause the Lender to fund thereunder (including, taking enforcement action to cause the Lender to provide such financing). The Company shall not agree to or permit any Loanamendment, Tenant supplement or other modification of, or waive any of its rights under, the Commitment Letter or any other agreements related to the Financing, in each case, without BPW’s prior written consent, except amendments, supplements or other modifications thereof to provide for the assignment of a portion of the Financing to additional agents or arrangers and the granting to such persons of approval rights as are customarily granted to additional agents or arrangers, which amendments, supplements or other modifications would not reasonably be expected to prevent, materially impede or materially delay the consummation of the Financing or the transactions contemplated by this Agreement; provided, that upon any such amendment, supplement or modification, the Company shall negotiate provide a copy thereof to BPW. Notwithstanding anything herein to the contrary, the Company shall be permitted to replace the Commitment Letter with an Alternative Financing Arrangement (as defined in good faith the Commitment Letter) for not less than the full principal amount of the financing contemplated by the Commitment Letter; provided, that the terms and conditions (including with Landlord concerning respect to conditionality and amounts available to be borrowed by the Company on the Closing Date) are no less favorable to the Company than those contained in the Commitment Letter (or as otherwise agreed to in writing by BPW). (c) The Company shall give BPW prompt written notice of any request made material breach by any Lender party to the Commitment Letter (or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent commitments or statement and definitive documentation in respect of the Financing) of which the Company becomes aware or any termination of the Commitment Letter (or any other commitments or definitive documentation in respect of the Financing). The Company shall execute any and all other documents that such Lender requires keep BPW informed on a current basis in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as reasonable detail of the same do not materially adversely affect any right, benefit or privilege status of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant its efforts to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)arrange the Financing.

Financing. (a) Tenant agrees Parent shall use its reasonable best efforts to obtain the proceeds of the Debt Financing on the terms and conditions described in the Commitment Letter and Fee Letter, including using reasonable best efforts to (i) maintain in effect the Commitment Letter and Fee Letter in accordance with their terms, (ii) negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) and (iii) satisfy (or, if deemed advisable by Parent, obtain the waiver of) on a timely basis all conditions in the Commitment Letter, Fee Letter and the Definitive Agreements and comply with its obligations thereunder. In the event that all conditions contained in the Commitment Letter and Fee Letter have been satisfied and Parent is required to consummate the Closing pursuant to Section 2.4, Parent shall use reasonable best efforts to cause each Lender to fund its respective committed portion of the Debt Financing required to consummate the transactions contemplated by this Agreement and to pay all reasonable costs and expenses incurred by Landlord in connection with the purchase, leasing and initial financing of the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal related fees and expenses on the Closing Date. Parent shall not, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to, or any waiver of any provision (including any remedy) under, or voluntarily replace (it being understood that any Alternative Debt Financing shall not be deemed a voluntary replacement for purposes of the sentence), the Commitment Letter or Fee Letter if such amendment, modification, or waiver or voluntary replacement (w) adds new (or adversely modifies any existing) conditions to the consummation of the Debt Financing as compared to those in the Commitment Letter and Fee Letter as in effect on the date of this Agreement, (x) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letter, Fee Letter or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability of Parent to enforce its rights against such other parties to the Commitment Letter and Fee Letter as in effect on the date hereof or in the Definitive Agreements, (y) reduces the aggregate amount of the Debt Financing, or (z) would otherwise reasonably be expected to prevent, impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement; provided, that for the avoidance of doubt no consent from the Company shall be required for: (A) any amendment, replacement, supplement or modification of the Commitment Letter that is limited to adding lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date of this Agreement (including in replacement of a Lender’s commitment fee), (B) implementation or exercise of any “flex” provisions provided in the Fee Letter as in effect as of the date hereof or (C) any amendment, replacement, supplement or modification to the Commitment Letter or Definitive Agreements so long as such action would not be prohibited by the foregoing clauses (w)-(z). (b) If Landlord desires In the event that any portion of the Debt Financing becomes unavailable, regardless of the reason therefor (other than a breach by the Company of this Agreement which prevents or renders impracticable the consummation of the Debt Financing) Parent will (1) use its reasonable best efforts to obtain alternative debt financing (the “Alternative Debt Financing”) (in an amount sufficient, when taken together with available cash on hand, and any then-available Debt Financing pursuant to any then-existing Commitment Letter, to consummate the transactions contemplated by this Agreement and to pay related fees and expenses earned, due and payable as of the Closing Date) on terms not less favorable in the aggregate to Parent than those contained in the Commitment Letter and the Fee Letter that the alternative financing would replace (taking into account any flex provisions) from the same or refinance other sources and which do not include any Loanincremental conditionality to the consummation of such alternative debt financing that are more onerous to Parent or the Company (in the aggregate) than the conditions set forth in the Commitment Letter in effect as of the date of this Agreement and (2) promptly notify the Company of such unavailability and the reason therefor. In furtherance of and not in limitation of the foregoing, Tenant in the event that (A) any portion of the Debt Financing structured as high yield financing is unavailable, regardless of the reason therefor, (B) all closing conditions contained in Article VII and Annex I shall negotiate in good faith with Landlord concerning any request made be satisfied or waived (other than those conditions that by any Lender their nature are to be satisfied or proposed Lender for changes or modifications in this Leasewaived at the Closing, provided that Tenant such conditions are capable of being satisfied as of such day assuming the Closing was to occur on such day) and (C) the bridge facilities contemplated by the Commitment Letter (or alternative bridge facilities obtained in accordance with this Section 6.9) are available on the terms and conditions described in the Commitment Letter (or replacements thereof), then Parent shall not cause the proceeds of such bridge financing to be obligated used in lieu of such affected portion of the high yield financing to agree consummate the Closing when Parent is required to do so pursuant to Section 2.4. (c) For purposes of the foregoing Sections 6.9(a) and (b), (i) the term “Commitment Letter” shall be deemed to include any commitment letter (or similar agreement) with respect to any change alternative debt financing arranged in compliance herewith (and any Commitment Letters remaining in effect at the time in question), (ii) the term “Fee Letter” shall be deemed to include any fee letter (or similar agreement) with respect to any alternative debt financing arranged in compliance with this Section 6.9, and (iii) the term “Lenders” shall be deemed to include any lenders providing the alternative debt financing arranged in compliance herewith. Parent shall keep the Company reasonably informed on a reasonably current basis of the status of its efforts to consummate the Debt Financing. Parent shall provide the Company with prompt oral and written notice of any breach or default by any party to any Commitment Letters or the Definitive Agreements of which increases Parent gains knowledge and the receipt of any written notice or other written communication from any Lender, guarantor, or other financing source with respect to any breach or default or, termination or repudiation by any party to any Commitment Letters or the Definitive Agreements or any provision thereof. For the avoidance of doubt, Parent shall, directly or indirectly, make all proceeds of the Debt Financing received by Parent available to Acquisition Sub as are required for Acquisition Sub to perform its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request (including with respect to the consummation of Landlord, to supply any such Lender with such notices the Offer and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable payment for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lendershares tendered thereby).

Financing. (a) Tenant agrees Parent shall use its reasonable best efforts to pay take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions described in the Commitment Letter, including using best efforts to (i) maintain in effect the Commitment Letter and, if entered into prior to the Closing, the definitive documentation with respect to the Financing contemplated by the Commitment Letter (the “Definitive Agreements”), (ii) negotiate and execute the Definitive Agreements on terms and conditions contemplated by the Commitment Letter (including any “flex” provisions thereof) or on such other terms and conditions that are in the aggregate, not materially less favorable to Parent than those contained in the Commitment Letter and do not expand upon the conditions precedent set forth in the Commitment Letter in a manner that would reasonably be expected to make any portion of the funding of the Financing less likely to be obtained or delay in any material respect the funding of the Financing and, upon execution thereof, deliver a copy thereof to the Company (which copy shall exclude and/or redact any references to fees contained therein), (iii) satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries in the Commitment Letter and Definitive Agreements that are within its control and comply with its obligations thereunder and not take or fail to take any action that would be reasonably expected to prevent or impede or delay the availability of the Financing, (iv) take each of the actions required of the Company and its Subsidiaries in paragraphs (b)(i) through (b)(ix) below with respect to itself and its Subsidiaries, and (v) enforce its rights under the Commitment Letter and Definitive Agreements in the event of a breach by the Financing Sources that impedes or delays the Closing, including by seeking specific performance of the parties thereunder if necessary, unless Parent reasonably concludes that seeking specific performance is impracticable or not reasonably likely to succeed under such circumstances. In the event that all conditions to the Financing have been satisfied, Parent shall use its reasonable costs best efforts to cause the lenders and expenses incurred the other persons providing such Financing to fund such Financing on the Closing Date. Notwithstanding anything to the contrary herein, Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter or the Definitive Agreements, including to add additional lenders, agents or other parties to the Commitment Letter and/or the Definitive Agreements, and/or substitute other debt (but not equity financing) for all or any portion of the Financing from the same and/or alternative financing sources, including by Landlord electing to utilize its existing senior secured credit facility as a form of alternative financing (subject to obtaining the consent of the Required Lenders (as defined in connection such credit facility) prior to the consummation of the Merger), provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter or Definitive Agreements that amends the Financing and/or substitution of all or any portion of the Financing shall not (A) expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (B) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement or (C) provide for terms and conditions (including any “flex” provisions) that are, in the aggregate, materially less favorable to Parent than those in the Commitment Letter. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter or Definitive Agreements in its reasonable discretion, provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with the purchasefinancial resources of Parent, leasing including cash on hand and initial financing the proceeds of loans under existing revolving credit facilities of Parent, to consummate the Merger and the other transactions contemplated by this Agreement (including the payment of the Leased Premises includingRequired Refinancing Indebtedness), and provided further that such reduction shall not (I) expand upon the conditions precedent to the Financing as set forth in the Commitment Letter in a manner that would reasonably be expected to make any portion of the funding of the Financing less likely to be obtained or delay in any material respect the funding of the Financing, (II) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement, or (III) provide for other terms and conditions (including any “flex” provisions) that are, in the aggregate, materially less favorable to Parent than those in the Commitment Letter. If any portion of the Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, on the terms and conditions contemplated in the Commitment Letter and such portion is reasonably required to consummate the Merger and the other transactions contemplated by this Agreement (including the payment of the Required Refinancing Indebtedness), Parent shall use its best efforts to arrange and obtain as promptly as practicable following the occurrence of such event alternative financing from alternative financing sources in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement (including the repayment of the Required Refinancing Indebtedness), provided, that without limitationthe prior written consent of the Company (not to be unreasonably withheld), no such alternative financing (a) shall be equity financing or (b) shall be on terms and conditions (including any “flex” provisions and conditions to funding) that are not, in the aggregate, at least as favorable to Parent and the Company as those in the Commitment Letter. Parent shall give the Company prompt oral and written notice (but in any event not later than 48 hours after the occurrence) of any material breach by any party to the Commitment Letter or Definitive Agreements or of any condition not likely to be satisfied, in each case, of which Parent becomes aware or any termination or waiver, amendment or other modification of the Commitment Letter or Definitive Agreements. Parent shall keep the Company reasonably informed on a current basis and in reasonable detail of the status of its effort to arrange the Financing and shall provide to the Company copies of all documents related to the Financing (excluding fee letters and engagement letters, except to the extent that such documents contain any conditions to funding or “flex” provisions (excluding provisions related solely to fees)). In the event that Parent commences an enforcement action to enforce its rights under the Commitment Letter or the Definitive Agreements and/or cause the Financing Sources to fund the Financing (any such action, a “Financing Action”), Parent shall (x) keep the Company reasonably informed of the status of the Financing Action and (y) at the reasonable request of the Company, shall make Parent’s employees and Representatives (other than any of its Financing Sources) reasonably available to discuss the status of, and material developments with respect to, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeFinancing Action. (b) If Landlord desires The Company shall provide, and shall cause its Subsidiaries to provide, and shall use its reasonable best efforts to cause each of its and their respective Representatives, including legal, tax, regulatory and accounting, to provide, all cooperation reasonably requested by Parent and/or the Financing Sources in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including, but not limited to, (i) promptly providing information relating to the Company and its Subsidiaries to the Financing Sources to the extent reasonably requested by Parent to assist in preparation of customary offering or information documents to be used for the completion of the Financing as contemplated by the Commitment Letter, (ii) participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers for the Financing and senior management and Representatives, with appropriate seniority and expertise, of the Company), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies, (iii) assisting in the preparation of documents and materials, including, but not limited to, (A) any customary offering documents, bank information memoranda, prospectuses and similar documents (including historical and pro forma financial statements and information) for any of the Financing, and (B) materials for rating agency presentations, (iv) cooperating with the marketing efforts for any of the Financing (including consenting to the use of the Company’s and its Subsidiaries’ logos; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries), (v) executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its Subsidiaries to execute and deliver (or refinance use reasonable best efforts to obtain from its advisors), customary certificates (including a certificate of the principal financial officer of the Company or any LoanSubsidiary with respect to solvency matters), Tenant shall negotiate accounting comfort letters (including consents of accountants for use of their reports in good faith any materials relating to the Financing), legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the Financing as may be reasonably requested by Parent as necessary and customary in connection with Landlord concerning the Financing, (vi) assisting in (A) the preparation of and entering into one or more credit agreements, currency or interest hedging agreements or (B) the amendment of any request made of the Company’s or its Subsidiaries’ existing credit agreements, currency or interest hedging agreements, in each case, on terms satisfactory to Parent and that are reasonably requested by any Lender or proposed Lender for changes or modifications Parent in this Lease, connection with the Financing; provided that Tenant no obligation of the Company or any of its Subsidiaries under any such agreements or amendments shall be effective until the Effective Time, (vii) as promptly as practicable, furnishing Parent and the Financing Sources with all financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Financing as contemplated by the Commitment Letter, (viii) using its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance and (ix) cooperating reasonably with Parent’s Financing Sources’ due diligence, to the extent customary and not unreasonably interfering with the business of the Company; provided that, until the Effective Time occurs, neither the Company nor any of its Subsidiaries shall (1) be obligated required to agree pay any commitment or other similar fee, (2) 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 alternative financing that Parent may raise in connection with the transactions contemplated by this Agreement), (3) be required to incur any change which increases other liability in connection with the Financing (or any alternative financing that Parent may raise in connection with the transactions contemplated by this Agreement) or (4) be required to issue a notice of optional redemption for any outstanding series of notes of the Company or any of its obligations hereunder Subsidiaries if the indenture governing such series of notes does not provide that such notice may be conditioned on the occurrence of the Effective Time unless, in the case of clauses (1), (2) and (3), reimbursed or indemnified by Parent to the reasonable satisfaction of the Company; provided, further, that (I) all non-public or other confidential information provided by the Company or any material respectof its Representatives pursuant to this Section 5.12 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to disclose such information to potential syndicate members during syndication, subject to customary confidentiality undertakings by such potential syndicate members and (II) the Company shall be permitted a reasonable period to comment on any documents or other information circulated to potential financing sources that contain or are based upon any such non-public or other confidential information. In particular, Tenant Parent (A) shall agreepromptly, upon request by the Company, reimburse the Company for all reasonable out of Landlordpocket costs (including reasonable attorneys’ fees) incurred by the Company, to supply any such Lender of its Subsidiaries or their respective Representatives in connection with such notices the cooperation of the Company and reasonable information as Tenant is required to give to Landlord hereunder its Subsidiaries and to extend their Representatives contemplated by this Section 5.12, (B) acknowledges and agrees that the rights of Landlord hereunder Company, its Subsidiaries and their respective Representatives shall not have any responsibility for, or incur any liability to any such Lender person prior to the Effective Time under, the Financing or any alternative financing that Parent may raise in connection with the transactions contemplated by this Agreement and to consent to such financing if such consent is requested by such Lender. Tenant (C) shall provide any other consent or statement indemnify and shall execute hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all other documents that such Lender requires losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing and any information used in connection therewith, unless such financingloss, damage, claim, cost or expense results from the Company’s or its Subsidiary’s gross negligence or willful misconduct. (c) In the event that the Commitment Letter or Definitive Agreements are amended, replaced, supplemented or otherwise modified, including any subordinationas a result of obtaining alternative financing in accordance with Section 5.12(a), non-disturbance or if Parent substitutes other financing for all or a portion of the Financing in accordance with Section 5.12(a), each of Parent and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (aCompany shall comply with its covenants in Section 5.12(a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender with respect to the Commitment Letter or Definitive Agreements, as applicable, as so amended, replaced, supplemented or otherwise modified and its assigns will not be subject with respect to such other financing to the same extent that Parent and the Company would have been obligated to comply with respect to the Financing. (d) Parent acknowledges and agrees that neither the obtaining of the Financing or any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held alternative financing is a condition to Parent’s obligations to consummate the Merger and the other transactions contemplated by Lender)this Agreement.

Financing. (a) Tenant agrees Subject to pay the terms and conditions of this Agreement, Parent shall use its reasonable best efforts to take, or cause to be taken, all reasonable costs actions and expenses incurred to do, or cause to be done, all things necessary, proper or advisable to consummate, on or prior to the Closing Date, the Debt Financing contemplated by Landlord the Debt Commitment Letter on the terms set forth therein (subject to any “flex” provisions applicable thereto), including by (i) maintaining in effect the Debt Commitment Letter, (ii) negotiating and entering into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in any related fee letter) and (iii) satisfying on a timely basis, or obtaining waivers of, the conditions in the Debt Commitment Letter and the Definitive Agreements. Parent shall comply with its obligations under the Debt Commitment Letter and Definitive Agreements in a timely and diligent manner. Parent shall keep the Company reasonably informed of material developments in respect of Parent’s efforts to arrange the Debt Financing. Prior to the Closing, without the prior written consent of the Company, Parent shall not (A) agree to, or permit, any amendment, modification or supplement of, or waiver under, the Debt Commitment Letter or any Definitive Agreement to the extent such amendment, modification, supplement or waiver would (i) reduce the aggregate amount to be funded under the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing or similar fees unless the aggregate amount to be funded under the Debt Financing is increased by an equivalent amount) unless Parent has sufficient cash on hand available), (ii) adds new (or adversely modifies any existing) any conditions to the consummation of all or any portion of the Debt Financing, (iii) adversely affects the ability of Parent to enforce its rights against other parties to the Debt Commitment Letter or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letter as in effect on the date hereof; or (iv) could otherwise reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement or (B) terminate any Debt Commitment Letter or any Definitive Agreement. Parent shall promptly deliver to the Company copies of any such amendment, modification or waiver of any Debt Commitment Letter. Notwithstanding the foregoing, (x) Parent may amend the Debt Commitment Letter solely to add investors, lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date hereof and, in connection therewith, amend the allocation of economics with respect to the purchaseexisting and additional investors, leasing lenders, lead arrangers, bookrunners, syndication agents or similar entities, if the addition of such additional parties and initial financing amendment of additional terms do not impact the aggregate amount of the Leased Premises includingDebt Financing to be funded at the Closing and (y) in the event that Parent is required pursuant to this Section 7.11 to provide any information that is subject to attorney-client or similar privilege, without limitation, Parent may withhold disclosure of such information so long as Parent gives notice to the Company of the fact that it is withholding such information and thereafter Parent shall use its reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feebest efforts to cause such information to be provided in a manner that would not reasonably be expected to waive the applicable privilege or protection. (b) If Landlord desires In the event any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” provisions applicable thereto) contemplated in the Debt Commitment Letter and such portion is necessary to fund the transactions contemplated by this Agreement, Parent shall promptly notify the Company and shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to obtain or refinance alternative debt financing from alternative sources for such portion in an amount equal to the amount of the Debt Financing. If obtained, Parent shall promptly deliver to the Company true and complete copies of a new debt financing commitment pursuant to which any Loan, Tenant such alternative source shall negotiate in good faith have committed to provide Parent with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications portion of the Debt Financing. References in this LeaseAgreement to (i) the “Debt Financing” shall include the debt financing contemplated by the Debt Commitment Letter as amended, provided modified or replaced, (ii) the “Debt Commitment Letter” shall include such documents as amended, modified or replaced and (iii) “Debt Financing Sources” shall include the providers of debt financing under such documents as amended, modified or replaced (in the case of each of clauses (i), (ii) and (iii), including replacement with alternative financing and alternative debt financing commitments pursuant to this Section 7.11 from and after such amendment, modification or replacement); provided, that Tenant fee letters or side letters which do not contain “flex” or other provisions which affect the terms or amount, availability or conditions of the Debt Financing shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)provided.

Financing. (a) Tenant agrees Parent shall use commercially reasonable efforts to pay all reasonable costs obtain the financing contemplated by the Commitment Letters or financing from other sources reasonably acceptable to Parent to consummate the Merger and expenses incurred the transactions contemplated by Landlord this Agreement. Until such time as Parent has obtained such financing, Parent shall maintain the Commitment Letters in connection with full force and effect and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the purchaseCommitment Letters, leasing and initial financing without the prior written consent of the Leased Premises Company, which consent shall not be unreasonably withheld. The Company will not be considered to have unreasonably withheld consent under this SECTION 5.17 if the amendment, modification, waiver or action for which consent is requested would, in the reasonable judgment of the Company, jeopardize Parent's receipt of the financing contemplated by the Commitment Letters. Notwithstanding anything to the contrary included in SECTION 4.2(a), Parent shall not, and shall cause the Parent Subsidiaries not to, without the prior written consent of the Company, which consent shall not be unreasonably withheld, take any action or enter into any transaction, including, without limitation, any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing that would materially impair, materially delay or prevent the reasonable cost of appraisalsfinancing contemplated by the Commitment Letters. Following the date hereof, environmental reportsParent shall notify the Company if Parent determines, title insurance, surveys, legal fees and expenses and Lender’s commitment fee. (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in based on Parent's good faith with Landlord concerning estimates, that all or any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request portion of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant reasonably likely to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)consummated.

Financing. (a) Tenant agrees to pay all reasonable costs and expenses incurred by Landlord in connection with the purchase, leasing and initial financing of the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment fee. (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall Parent will not be obligated to agree to any change which increases its obligations hereunder amendment or modification to, or grant any waiver of, any provision under the Debt Commitment Letter without the prior written consent of the Company if such amendment, modification or waiver would (i) impose additional conditions, or otherwise amend or modify any of the conditions in a manner that is adverse in any material respectrespect to Parent or the Company, to the receipt of the Debt Financing on the Closing Date, (ii) delay the timing of the funding of the Debt Financing or prevent or make less likely to occur, the funding of the commitments thereunder, on the Closing Date, (iii) reduce the aggregate cash amount of the funding commitments thereunder, or (iv) adversely impact the ability of Parent or Merger Sub to enforce its rights against any other party to any Debt Commitment Letter or the definitive documentation with respect thereto (the foregoing clauses (i) through (iv), the “Prohibited Changes”); provided that, without the consent of the Company, Parent may amend the Debt Commitment Letter to add additional lenders, arrangers, bookrunners and agents or to implement or exercise any of the “market flex” provisions contained in the Fee Letter so long as such amendment would not reasonably be expected to impose additional conditions on the obligations of the Financing Sources or delay the Closing. Parent will not permit or consent to any waiver of any remedy under the Debt Commitment Letter or any early termination of the Debt Commitment Letter. In particularthe event that all conditions contained in the Debt Commitment Letter have been satisfied, Tenant shall agreeParent will use reasonable best efforts to cause the Financing Sources to comply with their funding obligations thereunder. Notwithstanding the foregoing or any provision of this Agreement to the contrary, Parent will be entitled to replace the Debt Commitment Letter by entering into definitive documentation with respect to the Debt Financing on or prior to the Closing so long as such definitive documentation is on terms and conditions consistent with the Debt Commitment Letter and would not result in Prohibited Changes. Parent will use its reasonable best efforts to (A) maintain in effect the Debt Commitment Letter (including any definitive documentation entered into in connection therewith), (B) satisfy on a timely basis all conditions in the Debt Commitment Letter (including any definitive documentation entered into in connection therewith) applicable to Parent and Merger Sub to obtaining the Debt Financing as promptly as practicable (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 comply with its obligations under this Agreement), (C) promptly upon execution thereof, at the request of the Company, provide to the Company complete executed copies of any definitive documentation with respect to the Debt Financing, (D) consummate the Debt Financing at or prior to the Closing, and (E) fully enforce the counterparties’ obligations and its rights under the Debt Commitment Letter (including any definitive documentation entered into in connection therewith), including by suit or other appropriate proceeding, to cause the lenders under the Debt Financing to fund in accordance with their respective commitments if all conditions to funding the Debt Financing in the Debt Commitment Letter (including any definitive documentation entered into in connection therewith) have been satisfied or waived. Parent will keep the Company reasonably informed on a timely basis of the status of Parent’s and Merger Sub’s efforts to arrange the Debt Financing and to satisfy the conditions thereof, including, upon request Company’s reasonable request, (1) advising and updating the Company, in a reasonable level of Landlorddetail, with respect to supply status, proposed Closing Date and material terms of the material definitive documentation for the Debt Financing and (2) providing copies of the current drafts of all such definitive documentation. If any portion of the Debt Financing otherwise becomes unavailable, and such portion is reasonably required to fund the aggregate Merger Consideration and all fees, expenses and other amounts contemplated to be paid by Parent, Merger Sub or Surviving Corporation pursuant to this Agreement, Parent and Merger Sub will promptly arrange and obtain in replacement thereof alternative financing from alternative sources in an amount sufficient to consummate the Merger. Notwithstanding anything in this Section 5.3 to the contrary, solely to the extent Parent shall receive prior to the Closing Date sufficient cash proceeds that are available to consummate the Merger on the Closing Date, Parent will have the right to substitute the proceeds of consummated equity, equity linked or convertible, exchangeable or debt issuances or other incurrences of debt for all or any portion of the amount contemplated to be provided by the Debt Financing contemplated by the Debt Commitment Letter and may reduce the amount of the commitments thereunder. Any reference in this Agreement to the “Debt Financing” will include any such Lender alternative financing or such replacement financing, any reference in this Agreement to the “Debt Commitment Letter” will include the commitment letter and the corresponding fee letter with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder respect to any such Lender alternative financing or such replacement financing, and any reference in this Agreement to consent the “Financing Sources” will include the financing institutions contemplated to such financing if such consent is requested by such Lender. Tenant shall provide any other consent such alternative financing or statement replacement financing. Parent will keep the Company informed on a prompt basis in reasonable detail of the status of its efforts to arrange the Debt Financing and shall execute any will, upon the Company’s reasonable request, promptly provide to the Company copies of all alternative or replacement financing commitments and all other documents related fee letters, redacted to the same extent as copies of the Debt Commitment Letter delivered by Parent on or prior to the date hereof. Parent acknowledges and agrees that such Lender requires in connection with such financingits obligations hereunder, including its obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the Debt Financing, the Debt Transactions or any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)other financing.

Financing. 5.14.1. Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter (taking into account the relevant “market flex “ provisions of the Fee Letter (as defined in the Debt Commitment Letter)), including using its reasonable best efforts to (a) Tenant maintain in effect the Debt Commitment Letter in accordance with its terms, (b) satisfy all conditions and covenants in the Debt Commitment Letter that are a condition to the funding thereunder, in each case, that are within its control, (c) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter (taking into account any “market flex “ provisions set forth in the Fee Letter), and (d) consummate the Debt Financing at or prior to Closing on substantially the terms and conditions of the Debt Commitment Letter. 5.14.2. Buyer shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter or the definitive agreements with respect thereto, if such amendment, modification or waiver would (a) reduce the aggregate principal amount of the Debt Financing (unless, if required to effect the Closing on the terms set forth herein, Buyer agrees to pay use its cash on hand) or (b) impose new or additional conditions or other terms or otherwise materially expand, amend or modify any of the conditions to the receipt of the Debt Financing or other terms in a manner that would reasonably be expected to (i) materially delay, impair or prevent the consummation of the transactions contemplated by this Agreement, (ii) make, in any material respect, the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing materially less likely to occur or (iii) adversely impact, in any material respect, the ability of Buyer to enforce its rights against other parties to the Debt Commitment Letter or to draw upon and consummate the Debt Financing. 5.14.3. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters (other than due to the failure of a condition to the consummation of the Debt Financing resulting from a breach of any representation, warranty, covenant or agreement of Company or Holder Representative set forth in this Agreement), Buyer shall, as promptly as practicable following the occurrence of such event, use its reasonable best efforts to arrange and obtain from alternative sources alternative financing on terms and conditions that are not materially less favorable to Buyer (taking into account the relevant “market flex” provisions set forth in the Fee Letter), taken as a whole, than those set forth in the Debt Commitment Letter in an amount at least equal to the Debt Financing or such unavailable portion thereof (the “Alternate Debt Financing”), and to obtain a new commitment letter with respect to such Alternate Debt Financing (the “New Debt Commitment Letter”), a copy of which shall be promptly provided to the Company. In the event any New Debt Commitment Letter is obtained, (a) any reference in this Agreement to the Debt Financing shall mean the debt financing contemplated by the Debt Commitment Letter as modified pursuant to subsection (b) below, and (b) any reference in this Agreement to the “Debt Commitment Letter” shall be deemed to include the Debt Commitment Letter or Letters that are not superseded by a New Debt Commitment Letter at the time in question and the New Debt Commitment Letter or Letters to the extent then in effect. 5.14.4. Upon written request by the Company from time to time, Buyer shall apprise the Company on a reasonably current basis and in reasonable detail with respect to all material activity concerning the status of its efforts to arrange the Debt Financing. Without limiting the foregoing, Buyer shall notify the Company promptly, and in any event within two (2) Business Days after it becomes aware thereof, (a) of any breach or default by any party to any Debt Commitment Letter or definitive agreements with respect thereto, (b) of the receipt by Buyer of any written notice or other communication (other than negotiations of the definitive agreements with respect to the Debt Financing) from any Debt Financing Source with respect to any breach, default, termination or repudiation by any party to any Debt Commitment Letter or any definitive agreement related thereto of any provision of any Debt Commitment Letter or any definitive agreements with respect thereto or (c) if for any reason Buyer no longer believes in good faith that it will be able to obtain all or any portion of the Debt Financing. Buyer shall not enter into any agreement or undertaking that would reasonably be expected to materially impair, delay or prevent the consummation of the Financing. 5.14.5. The Company, the Company Subsidiaries and their respective representatives shall, at Buyer’s expense, use reasonable best efforts to cooperate in connection with the arranging, obtaining, syndication and consummation of any Debt Financing (including any Alternate Debt Financing) being arranged by Buyer or its Affiliates in connection herewith as may be reasonably requested by Buyer or the Debt Financing Sources (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries); including reasonable best efforts with respect to (i) promptly providing to Buyer and the Debt Financing Sources the Required Bank Information and such other reasonably available financial and other information regarding the Company and any of the Company Subsidiaries as required under the Debt Commitment Letter or otherwise reasonably requested by the Buyer, any Debt Financing Source or prospective lender in order to syndicate or consummate the Debt Financing and delivering customary authorization letters in connection with the information memoranda, investor presentations, rating agency memoranda and similar documents, including, if the Closing has not occurred prior to March 30, 2016, audited consolidated financial statements of the Company and the Company Subsidiaries for the year ending December 31, 2015, (ii) furnishing at least five (5) Business Days prior to the Closing Date all required documentation and other information required by applicable governmental authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2011, but in each case solely relating to the Company and the Company Subsidiaries, as applicable, (iii) reasonably facilitating the pledging of collateral on the Closing Date with respect to any pledge or grant that becomes effective on or after the Closing Date, (iv) reasonably assisting in obtaining any corporate credit and family ratings and ratings in respect of the Debt Financing from any rating agencies contemplated by the Debt Commitment Letter, (v) obtaining customary consents of accountants for the use of their audit reports in any materials relating to the Debt Financing and (vi) obtaining lien releases at the expense of and as reasonably requested by the Buyer or any Debt Financing Source. The Company hereby consents to the use of all of its and the Company Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or the Company Subsidiaries or the reputation or goodwill of the Company or any of the Company Subsidiaries. Notwithstanding any other provision set forth herein, the Company agrees that the Buyer may share non-public or confidential information regarding the Company and its business with the Debt Financing Sources, and that such Debt Financing Sources may share such information with potential financing sources in connection with any marketing efforts (including any syndication) in connection with the Debt Financing, provided that (i) the recipients of such information agree to customary confidentiality arrangements and (ii) the Buyer will be responsible for any actions (or inactions) by such recipients that would be deemed a breach of the Confidentiality Agreement as if Buyer had so acted (or not acted). 5.14.6. Buyer shall, promptly upon the written request of the Company or the Holder Representative reimburse the Company or the Holder Representative for all reasonable and documented out-of-pocket third-party costs and expenses incurred by Landlord the Company or the Holder Representative or any of their representatives in connection with the purchasecooperation provided for in Section 5.14.5 (such reimbursement to be made promptly and in any event within three (3) Business Days of delivery of reasonably acceptable documentation evidencing such costs and expenses) and shall indemnify and hold harmless the Company, leasing the Holder Representative and initial financing their respective representatives from and against any and all Losses suffered or incurred by them in connection with the arrangement of the Leased Premises including, without limitationDebt Financing and any information utilized in connection therewith (other than information provided by the Company, the reasonable cost Holder Representative or any of appraisalstheir respective representatives or to the extent such Losses result from the gross negligence or willful misconduct of any of the Company, environmental reportsthe Company Subsidiaries, title insurance, surveys, legal fees and expenses and Lender’s commitment fee. (b) If Landlord desires to obtain the Holder Representative or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications their respective representatives). Notwithstanding anything in this LeaseAgreement to the contrary, provided that Tenant the Company shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to pay any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide commitment or similar fee or incur any other consent or statement and shall execute any and all other documents that such Lender requires liability in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do Debt Financing prior to the Closing for which it is not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held reimbursed by Lender)Buyer.

Financing. (a) Tenant agrees Parent shall use its reasonable best efforts to pay take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper to consummate and obtain the Financing on the terms and conditions described in the Commitment Letter (or on revised terms that do not contain any terms which would reasonably be expected to prevent, materially delay or materially impede the consummation of the Financing or the transactions contemplated by this Agreement), including using reasonable costs best efforts to (i) maintain in effect the Commitment Letter, (ii) satisfy on a timely basis all conditions to the funding of the Financing set forth in the Commitment Letter, (iii) enforce the terms of the Commitment Letter and expenses incurred (iv) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by Landlord the Commitment Letter. Parent and Merger Sub may enter into or authorize any amendment, replacements, supplement or other modification of, or waive any of its material rights under, the Commitment Letter without the Company’s prior consent, other than any amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that would reasonably be expected to prevent, materially delay or materially impede the consummation of the Financing or the transactions contemplated by this Agreement. Parent shall use its reasonable best efforts to extend the commitment to provide the Financing in connection accordance with the purchase, leasing and initial financing terms of the Leased Premises including, without limitation, Commitment Letter if it becomes necessary to ensure that the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeFinancing is available at Closing. (b) In the event any portion of the Financing becomes unavailable on the terms and conditions described in or contemplated by the Commitment Letter for any reason, Parent shall, in consultation with the Company, use its reasonable best efforts to arrange to obtain, as promptly as practicable following the occurrence of such event, alternative financing from the same or alternative sources (the “Alternative Financing”) in an amount sufficient to enable Parent to fund the Merger Consideration, which Alternative Financing would not contain any provisions that would reasonably be expected to prevent, materially delay or materially impede the consummation of the Financing or the transactions contemplated by this Agreement. If Landlord desires an Alternative Financing is obtained pursuant to obtain or refinance any Loanthis Section 5.14(b), Tenant Parent shall negotiate in good faith obtain, and when obtained, provide the Company with Landlord concerning any request made by any Lender or proposed Lender a copy of, a new financing commitment that provides for changes or modifications in this Leasesuch Alternative Financing, provided that Tenant and thereafter the “Commitment Letter” as defined herein shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent refer to such financing commitment in respect of the Alternative Financing. (c) Parent acknowledges and agrees that obtaining the Financing is not a condition to the Closing. For the avoidance of doubt, if the Financing has not been obtained, Parent shall continue to be obligated, until such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long time as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance Agreement is terminated in accordance with its terms and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaimthe fulfillment or waiver of the condition set forth in Article VI, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held to complete the Merger on the terms contemplated by Lender)this Agreement.

Financing. (a) Tenant agrees During the Pre-Closing Period, Parent shall use reasonable best efforts to pay take, or cause to be taken, all reasonable costs actions and expenses incurred by Landlord to do, or cause to be done, all things necessary, proper or advisable to obtain the Equity Financing on the terms and conditions described in connection the Equity Commitment Letter (or other terms and conditions as Parent shall agree so long as not in contravention of this Section 6.15(a)), including maintaining in effect the Equity Commitment Letter in accordance with the purchaseterms and subject to the conditions thereof, leasing complying with its obligations pursuant to the Equity Commitment Letter and initial financing enforcing its rights pursuant to the Equity Commitment Letter. Parent shall cooperate with and assist the Company in enforcing its third party beneficiary rights under the Equity Commitment Letter. Parent shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Equity Commitment Letter if such amendment, modification or waiver would, or would reasonably be expected to (i) reduce the aggregate amount of the Leased Premises includingEquity Financing (except as expressly permitted by the Equity Commitment Letter), without limitation(ii) impose new or additional conditions or other terms or otherwise expand, amend or modify any of the reasonable cost conditions to the receipt of appraisalsthe Equity Financing or any other terms to the Equity Financing in a manner that would reasonably be expected to (A) delay or prevent the Closing Date, environmental reportsor (B) make the timely funding of the Equity Financing, title insuranceor the satisfaction of the conditions to obtaining the Equity Financing, surveysless likely to occur in any respect, legal fees and expenses and Lender’s commitment feeor (iii) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights under the Equity Commitment Letter, in each case, unless otherwise agreed to by the Company in writing. Parent shall give the Company prompt written notice of any material breach by any party to the Equity Commitment Letter, of which Parent becomes aware, or any termination of the Equity Commitment Letter or unavailability of any portion of the Equity Financing. (b) If Landlord desires Prior to obtain the Closing, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to cause their respective Representatives, to provide to Parent, all reasonable cooperation (x) reasonably requested by Parent and (y) as is necessary and customary to assist Parent in connection with the arrangement of any debt financing in connection with the transactions contemplated herein (the “Debt Financing”), including to: (i) promptly (and in any event, no later than five (5) Business Days after the date hereof) provide Parent and its Financing Sources and their respective agents with the Financial Statements, (ii) participate in a reasonable number of meetings, presentations, drafting sessions, due diligence sessions, sessions with prospective Financing Sources, including direct contact between senior management and the other Representatives of the Company, on the one hand, and the actual and potential Financing Sources, on the other hand (including reasonable and customary one-on-one meetings with the parties acting as lead arrangers or refinance any Loanagents for, Tenant shall negotiate and prospective lenders, purchasers and other financing sources with respect to, the Debt Financing (collectively, the “Financing Sources”)), and, if reasonably requested by Parent, sessions with rating agencies, in good faith each case, at reasonable times and locations mutually agreed, (iii) assist with Landlord concerning any request made the preparation of materials for investor presentations, bank information memoranda, confidential information memoranda, marketing materials and similar documents required in connection with the Debt Financing and, if reasonably requested by any Lender or proposed Lender for changes or modifications Parent rating agency materials; (iv) provide appropriate representations in this Lease, connection with the preparation of financial statements and other financial data of the Company (provided that Tenant in no event shall such representations with respect to financial information exceed the scope of the representations and warranties contained in Section 4.9 and shall be effective no earlier than as of the Closing) and direct the Company’s independent auditors to provide reasonable and customary assistance and cooperation in connection with the Debt Financing; (v) cooperate with the marketing efforts of Parent and its Financing Sources for any portion of the Debt Financing; (vi) facilitate the obtaining of guarantees, pledging of collateral in connection with the Debt Financing, including using commercially reasonable efforts to cause individuals who will continue as officers, directors or managers of the Company or its Subsidiaries after the Closing to execute and deliver on behalf of the Company or its Subsidiaries, as applicable, customary guarantee, pledge and security documents, currency or interest hedging arrangements or other definitive financing documents or other customary certificates, legal opinions or documents as may be reasonably requested by Parent (including a certificate of the chief financial officer with respect to solvency matters as of the Closing on a pro forma basis) to facilitate any such guarantee, obtaining and perfection of security interests in collateral from and after the Closing, in each case, as are necessary and customary in connection with the Debt Financing (provided that any rights, interests, obligations or covenants contained in such documents shall be effective no earlier than as of the Closing); (vii) provide, at least three (3) Business Days prior to the Closing, to Parent and its Financing Sources all documentation and other information required by regulatory authorities under applicable “know your customer”, FinCEN and anti-money laundering rules and regulations, including the PATRIOT Act to the extent such documentation or information is requested at least ten (10) Business Days in advance of Closing; (viii) use commercially reasonable efforts to cause individuals that will continue as officers, directors or managers of the Company or its Subsidiaries to take corporate action (subject to the occurrence of the Closing) reasonably necessary to permit the completion of the Debt Financing; (ix) assist with the payoff of existing Indebtedness of the Company and the Acquired Companies on the Closing Date and the release of related Liens on the Closing Date (including obtaining customary payoff letters, lien terminations and other instruments of discharge); and (x) to the extent applicable, provide customary authorization letters to the Parent and its Financing Sources authorizing the distribution of information to the Financing Sources and containing a representation to the Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company, the Acquired Companies or any of their respective securities. The Company hereby consents to the reasonable use of the Company’s logos in connection with the arranging and consummation of the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or their marks. Notwithstanding anything to the contrary herein, in no event shall (A) any officer or employee of an Acquired Company be obligated required to agree execute any agreement or document to the extent such agreement or document is not contingent upon the Closing or would be effective prior to the Closing, or otherwise require any change which increases such person to bear or assume any personal liability (other than the customary authorization letters referred to above), (B)(i) the pre-Closing board of directors of the Company and (ii) the pre-Closing directors, managers and general partners of the Acquired Companies be required to adopt resolutions or (C) the Company or any Acquired Company be required to prepare any pro-forma financial statements to comply with its obligations hereunder (subject to the obligations hereunder to cooperate in the preparation thereof). (c) Nothing in this Agreement (including this Section 6.15 will require cooperation of the Company or any of its Subsidiaries to the extent it would (i) require the Company or any of its Subsidiaries to take any action that would reasonably be expected to conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, the organizational documents of the Company or any of its Subsidiaries, any material respect. In particularcontract, Tenant shall agree, upon request of Landlordor any Applicable Law, to supply waive or amend any term of this Agreement, or to cause any representation or warranty in this Agreement to be breached by the Company, (ii) unreasonably interfere with the conduct of the business or operations of the Company or any of its Subsidiaries, (iii) result in any officer, manager or director (or Person occupying a similar position) of the Company or any its Subsidiaries incurring (or potentially incurring) personal liability with respect to any matters relating to the Debt Financing or the approval thereof, (iv) require the Company or any of its Subsidiaries or any of their respective Affiliates to incur any liability or commit to any obligation that is not contingent upon the occurrence of the Closing, (v) require providing access to or disclose information that the Company is advised by legal counsel would jeopardize any attorney-client privilege of, or violate confidentiality requirements binding on, the Company or any of its Subsidiaries (provided that, in either case, the Company and its Subsidiaries shall reasonably cooperate in seeking alternative means (including through entering into a common interest agreement or such other means to allow disclosure but not waive attorney-client privilege) whereby such information will be provided or disclosed to Parent without violating any such Lender with agreement or waiving such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to attorney-client privilege), or (vi) require any such Lender Person to change any fiscal period. (d) Parent shall reimburse the Acquired Companies for all reasonable out-of-pocket and documented expenses incurred in connection with the actions taken at Parent’s request pursuant to consent to such financing if such consent is requested by such Lenderthis Section 6.15. Tenant Parent shall provide any other consent or statement indemnify and shall execute hold harmless the Acquired Companies and their respective Representatives from and against any and all other documents that such Lender requires losses suffered or incurred by them in connection with such financing, the arrangement of the Debt Financing (including any subordinationaction taken in accordance with this Section 6.15) and any information utilized in connection therewith (other than information provided by or on behalf of the Company or any of its Subsidiaries expressly for use in connection therewith), except to the extent arising from the gross negligence, bad faith or willful and intentional misconduct of any Acquired Company or their respective Representatives as determined by a court of competent jurisdiction in a final non-disturbance appealable court order. (e) To the extent there are any receivables, payables or loans between the Company or any of its Subsidiaries, other than Bayswater and attornment agreementany of its Subsidiaries (the “Bayswater Entities”), so long as on the same do not materially adversely affect one hand, and any rightof the Bayswater Entities, benefit on the other hand (the “Intercompany Payables, Receivables and Loans”), the Company shall cause all such Intercompany Payables, Receivables and Loans to be either (i) fully paid and satisfied by the party that is the obligor or privilege (ii) extinguished without any liability by the payee by (A) in the case of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordinationSubsidiaries of the Company, nondisturbance causing such Intercompany Payables, Receivables and attornment agreement may require Tenant Loans to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord distributed to the Company and (bB) Lender contributing, directly or indirectly through one or more Subsidiaries, such Intercompany Payables, Receivables and its assigns will not be subject Loans to any counterclaimthe capital of the relevant obligee, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)in each case, as of the close of business on the Business Day immediately preceding the Closing Date.

Financing. (a) Tenant agrees Subject to pay all the terms and conditions of this Agreement, Buyer shall use its reasonable costs best efforts to obtain the Financing on the terms and expenses incurred by Landlord conditions described in connection with the purchaseFinancing Letter, leasing after giving effect to the market flex terms in the Fee Letter, and initial financing shall not permit any amendment or modification to be made to (other than to amend the Financing Letter to add lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Financing Letter as of the Leased Premises includingdate of this Agreement), without limitationor any waiver of any provision or remedy under, the reasonable cost Financing Letter or the Fee Letter, if such amendment, modification or waiver (i) reduces the aggregate amount of appraisalsthe Financing or (ii) imposes new or additional conditions or other terms or otherwise expands, environmental reportsamends or modifies any of the conditions to the receipt of the Financing or other terms in a manner that would reasonably be expected to (x) delay or prevent the Closing (y) make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur or (z) adversely impact the ability of Buyer to enforce its rights against the other parties to the Financing Letter or the definitive agreements with respect thereto; provided that Buyer shall have the right to substitute other financing for all or any portion of the Financing from the same and/or alternative financing sources; provided, title insurancefurther, surveysthat such substitution shall only be permitted if (i) the terms thereof would not be reasonably expected to delay or prevent the Closing or make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur and (ii) the conditions to the Financing set forth in the Financing Letter would not be expanded or modified in a manner that would reasonably be expected to delay or prevent the Closing, legal fees provided, still further, that any such substitute financing shall not obligate any of Seller or its Affiliates as a surety, guarantor or indemnitor or to extend credit to any Person. Any reference in this Agreement to (A) “Financing,” shall include the financing contemplated by the Financing Letter as amended or modified in compliance with this Section 6.9(a) and expenses (B) “Financing Letter,” and Lender’s commitment fee“Fee Letter” shall include such documents as amended or modified in compliance with this Section 6.9(a). (b) Buyer shall use its reasonable best efforts (i) to maintain in effect the Financing Letter in accordance with the terms and subject to the conditions thereof, (ii) to negotiate and enter into all definitive agreements with respect to the Financing on the terms and conditions contained in the Financing Letter, including the market flex provisions in the Fee Letter, and (iii) to satisfy all conditions to such definitive agreements and consummate the Financing at or prior to the Closing. Buyer shall keep Seller reasonably apprised of the status of the Financing and developments with respect thereto (including giving Seller prompt notice of any material change with respect to such Financing) and shall provide to Seller copies of all material definitive documents related to the Financing. Without limiting the generality of the foregoing, Buyer agrees to notify Seller promptly, and in any event within two (2) Business Days, if at any time (x) the Financing Letter shall expire or be terminated for any reason, (y) any of the other parties to the Financing Letter notify Buyer that such party no longer intends to provide financing on the terms set forth therein or (z) to Buyer’s knowledge (without a requirement of due inquiry), any of the other parties to the Financing Letter is or is alleged to be in breach or default thereunder. (c) To the extent necessary to complete the transactions contemplated hereby, Buyer shall use its reasonable best efforts to cause the parties providing Financing to fund on the Closing Date the Financing required to consummate the transactions contemplated hereby and the other transactions contemplated by the Financing Letter, including by taking enforcement action, if all conditions in the Financing Letter and all conditions to Closing contained in this Agreement are satisfied or waived, or upon funding will be satisfied. (d) If Landlord desires the Financing Letter shall be terminated or modified in a manner materially adverse to Buyer, if the Financing Letter shall be materially breached or repudiated by the other parties to the Financing Letter, or if any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Letter (other than as a result of obtaining substitute debt financing in accordance with Section 6.9(a)) (such event, an “Original Financing Failure”), Buyer shall use its reasonable best efforts to arrange promptly to obtain or refinance any Loan, Tenant shall negotiate alternative financing from alternative sources on terms and conditions not less favorable to Buyer than those contained in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications the Financing Letter and the Fee Letter and in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender).an amount at least

Financing. (a) Tenant agrees Each of Parent and Purchaser shall use, and shall cause their affiliates to pay use, 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 the Financing on the terms and conditions described in the Financing Commitment, including using reasonable costs best efforts (i) to negotiate and expenses incurred enter into the definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitment (or on other terms acceptable to JPMorgan, provided such terms do not contain any conditions to funding the Merger that are not set forth in the Financing Commitment and would otherwise reasonably be expected to impair or delay the consummation of the Financing), (ii) to satisfy on a timely basis all other conditions applicable to Parent or Purchaser, as the case may be, set forth therein that are within the control of any of Parent or Purchaser and (iii) to consummate the Financing contemplated by Landlord the Financing Commitment to fund the Merger, in each case upon the terms contemplated by this Agreement (including by taking enforcement action to cause such lender or any other persons providing such Financing to fund such Financing). In the event that any portion of the Financing becomes unavailable on the terms and conditions set forth in the Financing Commitment, without limiting the rights of Parent and Purchaser under Sections 8.2(a) and 9.1(a)(iii), Parent shall promptly notify the Company, and Parent and Purchaser shall use their reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (“Alternative Financing”) on terms that will still enable Purchaser to consummate the Transactions and that are not less favorable in the aggregate (as determined by Parent and Purchaser in their reasonable judgment) to them and the Company than those contained in the Financing Commitment. Each of Parent and Purchaser shall refrain from taking, directly or indirectly, any action that would or would reasonably be expected to result in a failure of any of the conditions contained in the Financing Commitment or in any definitive agreement related to the Financing. Neither Parent nor Purchaser shall agree to or permit any amendment, supplement or other modification of, or waive any of their respective rights under, any Financing Commitment or the definitive agreements relating to the Financing that would reasonably be expected to impair or delay the consummation of the Financing. Parent and Purchaser shall keep the Company reasonably informed of the status of their efforts to obtain the Financing. (b) The Company shall provide, shall cause the Company Subsidiaries to provide and shall use its reasonable best efforts to cause its and their Representatives to provide, such reasonable cooperation in connection with the purchase, leasing and initial financing arrangement of the Leased Premises Financing as may be reasonably requested by Parent and Purchaser, including (i) participation in meetings, drafting sessions, presentations, road shows and due diligence, (ii) using reasonable best efforts to furnish Parent and Purchaser and the financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent and Purchaser to consummate the Financing, including, without limitation, all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of the type and form customarily included in private placements pursuant to Rule 144A promulgated under the Securities Act, including, without limitation, (A) unaudited financial statements of the Company and its consolidated Subsidiaries as of and for the three and nine months ended September 30, 2006, (B) audited financial statements of the Company and its consolidated Subsidiaries as of and for the year ended December 31, 2006, together with the report of KPMG LLP, independent public accountants thereon, (C) unaudited financial statements of the Company and its consolidated Subsidiaries for the three months ended March 31, 2007 and for any subsequent interim period as may be reasonably requested by the financing sources and (D) all other financial statements for completed or pending acquisitions that may be required under Regulation S-X (collectively, the “Required Financial Statements”), (iii) assisting Parent and Purchaser in the preparation of (A) an offering document and other informational and marketing materials and documents for any portion of the Financing and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of Parent and Purchaser and the financing sources for any portion of the Financing, (v) reasonably facilitating the pledging of collateral and execution and delivery of definitive financing documents and customary deliverables and (vi) using reasonable cost of appraisalsbest efforts to obtain accountants’ comfort letters, environmental reports, title insurance, surveysaccountants’ consent letters, legal fees opinions, surveys and expenses title insurance as reasonably requested by Parent and Lender’s commitment fee. (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, Purchaser; provided that Tenant none of the Company or any of the Company Subsidiaries shall be required to pay any commitment or other fee or incur any other liability in connection with the Financing prior to the Effective Time; and provided further that such requested cooperation does not be obligated to agree to any change which increases its obligations hereunder in any material respectunreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. In particularParent and Purchaser shall, Tenant shall agree, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or any of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires Company Subsidiaries in connection with such financingcooperation. Parent and Purchaser shall, including on a joint and several basis, indemnify and hold harmless the Company and the Company Subsidiaries from and against any subordinationand all losses or damages suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith. (c) Promptly upon the Company’s delivery to Parent or Purchaser of any Required Financial Statements, nonthe Company shall file with the SEC on Form 10-disturbance and attornment agreementK or Form 10-Q, so long as applicable, such audited financial statements or unaudited interim financial statements, as the same do not materially adversely affect any rightcase may be, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender the Company and its assigns will consolidated Subsidiaries to the extent such Required Financial Statements have not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)been previously so filed.

Financing. (a) Tenant agrees (i) Subject to pay all the terms and conditions of this Agreement, Purchaser shall use its reasonable costs best efforts to obtain the Debt Financing on the terms and expenses incurred by Landlord conditions (including the flex provisions) described in connection with the purchase, leasing Debt Commitment Letter pursuant to the terms thereof and initial financing of satisfy the Leased Premises conditions to the Debt Financing as described in the Debt Commitment Letter (including, without limitation, the reasonable cost repayment of appraisalsany indebtedness to the extent such repayment is a condition to the Debt Financing) and shall not permit any termination, environmental reportsamendment or modification to be made to, title insuranceor any waiver of any provision under, surveysor any replacement of, legal the Debt Commitment Letter if such termination, amendment, modification, waiver or replacement (A) reduces (or could have the effect of reducing) the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount unless (x) the Debt Financing is increased by a corresponding amount or the Debt Financing is otherwise made available to fund such fees or original issue discount and expenses (y) after giving effect to any of the transactions referred to in clause (x) above, the representation and Lender’s commitment fee. warranty set forth in Section 6.6 shall be true and correct) or (bB) If Landlord desires imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to obtain the receipt of Debt Financing, or refinance otherwise expands, amends or modifies any Loanother provision of the Debt Commitment Letter, Tenant shall negotiate in good faith a manner that would reasonably be expected to (x) delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date or (y) adversely impact the ability of Purchaser to enforce its rights against other parties to the Debt Commitment Letter or the definitive agreements with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, respect thereto; provided that Tenant Purchaser may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date hereof provided that such addition does not have the effect set forth in subclauses (A) or (B) of this sentence. Purchaser shall not be obligated promptly deliver to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request Seller copies of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent termination, amendment, modification, waiver or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)replacement.

Financing. (a) Tenant agrees Parent shall use reasonable best efforts to pay take, or cause to be taken, all actions, and use reasonable costs best efforts to do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to fund the Merger Amounts. In furtherance and expenses incurred not in limitation of the foregoing, Parent shall use 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, proper or advisable to obtain the proceeds of the Financing on the terms and subject only to the conditions described in the Commitment Letter as promptly as possible but in any event prior to the Outside Date, including by Landlord (i) maintaining in connection effect the Commitment Letter, (ii) negotiating and entering into definitive agreements with respect to the Financing (the “Definitive Agreements”) consistent with the purchase, leasing terms and initial financing of conditions contained in the Leased Premises Commitment Letter (including, without limitationas necessary, the reasonable cost of appraisals“flex” provisions contained in any related fee letter), environmental reports(iii) satisfying on a timely basis all conditions in the Commitment Letter and the Definitive Agreements and complying with its obligations thereunder and (iv) enforcing its rights under the Commitment Letter. Parent shall comply with its obligations, title insuranceand enforce its rights, surveys, legal fees under the Commitment Letter and expenses Definitive Agreements in a timely and Lender’s commitment feediligent manner. (b) If Landlord desires In the event any portion of the Financing contemplated by the Commitment Letter becomes unavailable, regardless of the reason therefor, Parent shall (i) promptly notify the Company in writing of such unavailability and the reason therefor and (ii) use reasonable best efforts to arrange and obtain as promptly as practicable following the occurrence of such event, alternative financing for any such portion from alternative financing sources (the “Alternative Financing”) in an amount sufficient, when taken together with the available portion of the Financing, to fund the Merger Amounts and which does not include any conditions to the consummation of such alternative financing that are more onerous than the conditions set forth in the Commitment Letter as of the date hereof. Parent shall keep the Company reasonably informed on a current basis of the status of its efforts to arrange and consummate the Financing. Without limiting the generality of the foregoing, Parent shall promptly notify the Company in writing if there exists any actual or, to the knowledge of Parent, threatened breach, default, repudiation, cancellation or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made termination by any Lender party to the Commitment Letter or proposed Lender for changes any Definitive Agreement and a copy of any written notice or modifications in other written communication from any Financing Party or other financing source with respect to any actual or threatened breach, default, repudiation, cancellation or termination by any party to the Commitment Letter or any Definitive Agreement of any provision thereof. The foregoing notwithstanding, compliance by Parent with this Lease, provided that Tenant Section 6.20 shall not relieve Parent of its obligations to consummate the transactions contemplated by this Agreement whether or not the Financing is available. (c) Parent shall not, without the prior written consent of the Company (such consent not to be obligated to unreasonably withheld, conditioned or delayed), consent or agree to any change which increases amendment, termination or modification to, or any waiver of any provision under, the Commitment Letter or the Definitive Agreements, if such amendment, modification or waiver (i) decreases the aggregate amount of the Financing (except to the extent Parent has arranged Alternative Financing or Replacement Financing obtained in accordance with Section 6.20(b) or (d), as applicable), (ii) could reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement, (iii) materially and adversely impacts the ability of Parent to enforce its obligations hereunder in rights against the other parties to the Commitment Letter or the Definitive Agreements, or (iv) adds new (or adversely modifies any material respectexisting) conditions to the consummation of all or any portion of the Financing; provided, that Parent and Merger Sub may amend the Commitment Letter or the Definitive Agreements to add lenders, lead and other arrangers, bookrunners, syndication and other agents or other entities who had not executed the Commitment Letter as of the date of this Agreement. In particularUpon any amendment or modification of the Commitment Letter requiring the consent of the Company, Tenant Parent shall agree, upon request of Landlordprovide a copy thereof to the Company and, to supply the extent such amendment, replacement, supplement or modification has been made in compliance with this Section 6.20(c), the term “Commitment Letter” means the applicable Commitment Letter as so amended or modified. Notwithstanding the foregoing, compliance by Parent with this Section 6.20(c) shall not relieve Parent of its obligation to consummate the transactions contemplated by this Agreement whether or not the Financing is available. To the extent Parent obtains Alternative Financing or Replacement Financing pursuant to Section 6.20(b) or (d), as applicable, or amends, replaces, supplements, modifies or waives any such Lender with such notices of the Financing pursuant to this Section 6.20(c), references to the “Financing,” “Financing Parties” and reasonable information as Tenant is required “Commitment Letter” (and other like terms in this Agreement) shall be deemed to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent refer to such financing if such consent is requested by such Lender. Tenant shall provide any other consent Alternative Financing and/or Replacement Financing, the commitments thereunder and the agreements with respect thereto, or statement and shall execute any and all other documents that such Lender requires in connection with such financingthe Financing as so amended, including any subordinationreplaced, non-disturbance and attornment agreementsupplemented, so long as the same do not materially adversely affect any right, benefit modified or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)waived.

Financing. (a) Tenant Xxxxxxx agrees to pay all reasonable costs use, and expenses incurred to cause Parent and Purchaser to use, best efforts to complete the transactions contemplated by Landlord in connection with the purchase, leasing Commitment Letters and initial financing of the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeEquity Commitment Letters. (b) If Landlord desires Without limiting the generality of the foregoing, in the event that at any time funds are not or have not been made available pursuant to the Commitment Letters so as to enable Purchaser to proceed with the Closing in a timely manner, each of Xxxxxxx, Parent and Purchaser shall (i) use his or its best efforts to obtain alternative funding in an amount at least equal to the Required Cash Amount on terms and conditions substantially comparable to those provided in the Commitment Letters or refinance the Equity Commitment Letters, as applicable, or otherwise on terms reasonably acceptable to Xxxxxxx, Parent and Purchaser and (ii) shall continue to use his or its 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 under applicable laws and regulations to consummate the transactions contemplated by this Agreement. (c) Following the date hereof, any Loanamendment, Tenant modification, termination or cancellation of any of the Transaction Financing or Equity Financing, or any information which becomes known to Xxxxxxx, Parent, Purchaser or their respective affiliates which makes it unlikely that the Transaction Financing or Equity Financing will be obtained on the terms set forth in the Commitment Letters or the Equity Commitment Letters, shall negotiate in good faith with Landlord concerning be promptly disclosed to the Special Committee. None of Xxxxxxx, Parent or Purchaser or any request made by any Lender of their respective affiliates will knowingly attempt, directly or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlordindirectly, to supply induce or encourage the Lenders or other entities not to fund any such Lender with such notices and reasonable information as Tenant is required of the financing provided for in the Commitment Letters or Equity Commitment Letters. (d) Subject to give completion of the transactions contemplated by the Equity Commitment Letters, Xxxxxxx agrees to Landlord hereunder and provide, or cause one of his affiliates to extend provide the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)Equity Financing.

Financing. (a) Tenant agrees Each of Parent and Merger Sub shall use its commercially reasonable efforts to pay take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using commercially reasonable costs efforts to (A) maintain in effect the Debt Commitment Letter, (B) satisfy on a timely basis all conditions applicable to Parent and expenses incurred by Landlord Merger Sub to obtaining the Debt Financing that are within their control, (C) negotiate definitive agreements with respect thereto on the terms and conditions contained in connection with the purchase, leasing Debt Commitment Letter (including any “flex” provisions) and initial financing of (D) enforce their rights under the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment fee. (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respectDebt Commitment Letter. In particularthe event that all the conditions to the Debt Financing have been satisfied or waived, Tenant each of Parent and Merger Sub shall agree, upon request of Landlord, use its commercially reasonable efforts to supply any cause the lenders providing the Debt Financing to fund the Debt Financing required to consummate the Offer on or prior to such Lender with such notices and reasonable information time as Tenant Merger Sub is required to give accept for payment and pay for shares of Company Common Stock validly tendered and not withdrawn pursuant to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such LenderOffer. Tenant Parent shall provide any other consent or statement not, and shall execute not permit Merger Sub to, agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, the Debt Commitment Letter or any definitive agreements related to the Debt Commitment Letter (including any and all fee letters), in each case, without the Company’s prior written consent, except any such amendment, replacement, supplement or other documents modification to or waiver of any provision of the Debt Commitment Letter that such Lender requires amends the Debt Financing in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do a manner that would not materially adversely affect any right, benefit or privilege of Tenant under this Lease reasonably be expected to prevent or materially increase Tenant’s obligations under impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by this LeaseAgreement. Such subordinationUpon any such amendment, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentationreplacement, act supplement or omission modification of Landlord and (b) Lender and its assigns will not be subject to any counterclaimthe Debt Commitment Letter in accordance with this Section 6.14(a), demand the term “Debt Commitment Letter” shall mean the Debt Commitment Letter as so amended, replaced, supplemented or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lendermodified in accordance with this Section 6.14(a).

Financing. (a) Tenant agrees Subject to pay all the terms and conditions of this Agreement, Buyer shall use its reasonable costs best efforts to obtain the Financing on the terms and expenses incurred by Landlord conditions described in connection with the purchaseFinancing Letter, leasing after giving effect to the market flex terms in the Fee Letter, and initial financing shall not permit any amendment or modification to be made to (other than to amend the Financing Letter to add lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Financing Letter as of the Leased Premises includingdate of this Agreement), without limitationor any waiver of any provision or remedy under, the reasonable cost Financing Letter or the Fee Letter, if such amendment, modification or waiver (i) reduces the aggregate amount of appraisalsthe Financing or (ii) imposes new or additional conditions or other terms or otherwise expands, environmental reportsamends or modifies any of the conditions to the receipt of the Financing or other terms in a manner that would reasonably be expected to (x) delay or prevent the Closing (y) make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur or (z) adversely impact the ability of Buyer to enforce its rights against the other parties to the Financing Letter or the definitive agreements with respect thereto; provided that Buyer shall have the right to substitute other financing for all or any portion of the Financing from the same and/or alternative financing sources; provided, title insurancefurther, surveysthat such substitution shall only be permitted if (i) the terms thereof would not be reasonably expected to delay or prevent the Closing or make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur and (ii) the conditions to the Financing set forth in the Financing Letter would not be expanded or modified in a manner that would reasonably be expected to delay or prevent the Closing, legal fees provided, still further, that any such substitute financing shall not obligate any of Seller or its Affiliates as a surety, guarantor or indemnitor or to extend credit to any Person. Any reference in this Agreement to (A) “Financing,” shall include the financing contemplated by the Financing Letter as amended or modified in compliance with this Section 6.9(a) and expenses (B) “Financing Letter,” and Lender’s commitment fee“Fee Letter” shall include such documents as amended or modified in compliance with this Section 6.9(a). (b) Buyer shall use its reasonable best efforts (i) to maintain in effect the Financing Letter in accordance with the terms and subject to the conditions thereof, (ii) to negotiate and enter into all definitive agreements with respect to the Financing on the terms and conditions contained in the Financing Letter, including the market flex provisions in the Fee Letter, and (iii) to satisfy all conditions to such definitive agreements and consummate the Financing at or prior to the Closing. Buyer shall keep Seller reasonably apprised of the status of the Financing and developments with respect thereto (including giving Seller prompt notice of any material change with respect to such Financing) and shall provide to Seller copies of all material definitive documents related to the Financing. Without limiting the generality of the foregoing, Buyer agrees to notify Seller promptly, and in any event within two (2) Business Days, if at any time (x) the Financing Letter shall expire or be terminated for any reason, (y) any of the other parties to the Financing Letter notify Buyer that such party no longer intends to provide financing on the terms set forth therein or (z) to Buyer’s knowledge (without a requirement of due inquiry), any of the other parties to the Financing Letter is or is alleged to be in breach or default thereunder. (c) To the extent necessary to complete the transactions contemplated hereby, Buyer shall use its reasonable best efforts to cause the parties providing Financing to fund on the Closing Date the Financing required to consummate the transactions contemplated hereby and the other transactions contemplated by the Financing Letter, including by taking enforcement action, if all conditions in the Financing Letter and all conditions to Closing contained in this Agreement are satisfied or waived, or upon funding will be satisfied. (d) If Landlord desires the Financing Letter shall be terminated or modified in a manner materially adverse to Buyer, if the Financing Letter shall be materially breached or repudiated by the other parties to the Financing Letter, or if any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Letter (other than as a result of obtaining substitute debt financing in accordance with Section 6.9(a)) (such event, an “Original Financing Failure”), Buyer shall use its reasonable best efforts to arrange promptly to obtain alternative financing from alternative sources on terms and conditions not less favorable to Buyer than those contained in the Financing Letter and the Fee Letter and in an amount at least equal to the Financing or refinance any Loansuch unavailable portion thereof, Tenant as the case may be (the “Alternate Financing”), and to obtain a new financing commitment letter with respect to such Alternate Financing (the “New Financing Letter”), which shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Leasereplace the existing Financing Letter, provided that Tenant any such Alternate Financing shall not be obligated obligate any of Seller or its Affiliates as a surety, guarantor or indemnitor or to agree extend credit to any change which increases its obligations hereunder Person (the terms described in this proviso “Prohibited Alternate Terms”). Buyer shall not execute a New Financing Letter or consummate any material respect. In particularAlternate Financing, Tenant shall agreewithout the written consent of Seller, upon request if (i) the terms of Landlordthe New Financing Letter or Alternate Financing are, in the aggregate, less favorable to supply any such Lender with such notices the Seller than the Financing Letter or the Financing (without giving effect to the Original Financing Failure), (ii) the terms thereof would be reasonably expected to delay or prevent the Closing or make the timely funding of the Alternate Financing or satisfaction of the conditions to obtaining the Alternate Financing less likely to occur, as compared to the Financing Letter and reasonable information as Tenant is required the Financing (without giving effect to give the Original Financing Failure) or (iii) the conditions to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent Alternate Financing set forth in the New Financing Letter would be expanded or statement and shall execute any and all other documents that such Lender requires modified in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender).

Financing. 7.22.1. Subject to the terms and conditions of this Agreement, Purchaser shall use reasonable best efforts to obtain the Financing on the terms and conditions set forth in the Financing Letter (or on terms which would not be reasonably expected to delay or prevent the Closing or make the funding of the Financing less likely to occur), and use its reasonable best efforts to (a) Tenant agrees maintain in effect the Financing Letter and negotiate and execute definitive agreements with respect to pay all reasonable costs the Financing Letter on the terms and expenses incurred by Landlord conditions set forth in connection with the purchase, leasing and initial financing Financing Letter (or on terms which would not be reasonably expected to delay or prevent the Closing or make the funding of the Leased Premises includingFinancing less likely to occur), without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment fee. (b) If Landlord desires satisfy on a timely basis all conditions applicable to obtain Purchaser set forth in such definitive agreements that are within its reasonable control and not take or refinance fail to take any Loanaction that would be expected to prevent, Tenant impede or delay the availability of the Financing, and (c) consummate the Financing contemplated by the Financing Letter at or prior to the Closing. In the event that all conditions in the Financing Letter have been satisfied or upon funding will be satisfied, Purchaser shall negotiate in good faith with Landlord concerning any request made use its reasonable best efforts to cause the lenders providing the Financing to fund on the Closing Date the Financing required to consummate the transactions contemplated by any Lender or proposed Lender for changes or modifications in this LeaseAgreement and Purchaser shall otherwise enforce its rights under the Financing Letter, provided that Tenant including by seeking specific performance of the parties thereunder. 7.22.2. Purchaser shall not be obligated to amend, alter, or waive, or agree to any change which increases its obligations hereunder amend, alter or waive (in any material respect. In particularcase, Tenant shall agreewhether by action or inaction), upon request any term of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights Financing Letter without the prior written consent of Landlord hereunder to any such Lender and to consent to such financing the Seller if such consent is requested by such Lender. Tenant shall provide any other consent amendment, alteration or statement and shall execute any and all other documents waiver reduces the aggregate amount of the Financing or would reasonably be expected to delay or prevent the Closing or make the funding of the Financing less likely to occur; provided, however, that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, Purchaser may (a) replace and/or amend the Financing Letter so long as (i) the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will terms would not be liable for any misrepresentation, act reasonably expected to delay or omission prevent the Closing or make the funding of Landlord the Financing less likely to occur and (ii) the conditions to the Financing set forth in the Financing Letter as of the Execution Date would not be expanded in a manner that would reasonably be expected to delay or prevent the Closing or (b) Lender enter into a Capital Markets Transaction in lieu of or in addition to the Financing contemplated by the Financing Letter; and in any such event, Purchaser shall disclose to the Seller its assigns will intention to obtain such alternative financing or to engage in such Capital Markets Transaction and shall keep the Seller informed of the terms thereof. The term “Financing or Capital Markets Transaction” shall mean (A) the Financing contemplated by the Financing Letter to the extent not be subject so superseded at the time in question and any alternative financing to the extent then in effect, and (B) any counterclaim, demand Capital Markets Transaction. Purchaser shall promptly (and in any event within two Business Days) notify the Seller of the expiration or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)termination of the Financing Letter.

Financing. (a) Tenant Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions described in the Commitment Letter, including using reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate definitive agreements with respect thereto on terms and conditions contemplated by the Commitment Letter (or on terms which would not reasonably be expected to delay or prevent the Closing or make the funding of the Financing less likely to occur) and execute and deliver to the Company a copy thereof concurrently with such execution, (iii) satisfy on a timely basis all conditions in the Commitment Letter and the definitive agreements for the Financing that are within Parent’s control and comply with its obligations thereunder and (iv) enforce its rights under the Commitment Letter in the event of a breach by the Financing Sources that impedes or materially delays Closing, including seeking specific performance of the parties thereunder. In the event that all conditions to the Financing Sources’ obligations under the Commitment Letter have been satisfied or, upon funding will be satisfied, Parent and Merger Sub shall, except where Parent has available to it sufficient funding from any alternative financing, use their reasonable best efforts to cause the Financing Sources to fund on the Closing Date the Financing required to consummate the Merger and the other transactions contemplated by this Agreement (including by taking enforcement action, including seeking specific performance, to cause the Financing Sources to fund such Financing). Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter shall not (A) expand upon the conditions precedent to the Financing as set forth in the Commitment Letter or (B) prevent or impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement. Without limiting the obligations of Parent under this Section 6.12 with respect to the Commitment Letter, it is understood and agreed that Parent intends to seek to substitute other financing for the Financing (such as the issuance of the “Notes,” as that term is used in the Commitment Letter) and it is agreed that Parent shall have the right to substitute other debt or equity financing for all or any portion of the Financing from the same or alternative financing sources. If the Financing under the Commitment Letter becomes unavailable in an amount such that Parent and Merger Sub will not be able to satisfy their obligations under this Agreement, Parent shall use its reasonable best efforts to obtain, as promptly as reasonably practicable, alternative financing from alternative financial institutions in an amount sufficient to consummate the transactions contemplated by this Agreement. Parent shall give the Company prompt written notice of any material breach by any party to the Commitment Letter or of any condition that would not be satisfied, in each case, of which Parent becomes aware or any termination of the Commitment Letter. Parent shall keep the Company informed on a reasonably prompt basis of the status of its efforts to arrange the Financing. (b) The Company agrees to pay provide, and shall cause its Subsidiaries, and shall use its reasonable best efforts to cause each of its and their Representatives, including legal, tax and accounting, to provide, at Parent’s sole expense, all reasonable cooperation in connection with the arrangement and obtaining of the Financing or any substitute or alternative financing (collectively with the Financing, the “Definitive Financing”) as may be reasonably requested by written notice provided a reasonable time in advance to the Company by Parent (provided that such requested cooperation does not unreasonably interfere with the business or ongoing operations of the Company and its Subsidiaries), including using reasonable best efforts to (i) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to the Financing Sources or the lenders and other financial institutions and investors that are or may become parties to the Definitive Financing and to any underwriters, initial purchasers and placement agents in connection with the Definitive Financing (the “Definitive Financing Sources”) (including (A) information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Definitive Financing, (B) within 15 days after the end of each month, unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Company and its Subsidiaries, (C) no later that 20 days after the end of each fiscal quarter of Parent, updated forecasts, prepared by management of the Company, of balance sheets, income statements and cash flow statements for each period referenced in Section 2(a)(iii) of the Commitment Letter, and (D) the financial information regarding the Company and its Subsidiaries described in clauses (v) and (vi) of Annex II to the Commitment Letter) to the extent reasonably requested by Parent and/or the Definitive Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Definitive Financing, (ii) cause its senior management and other appropriate employees of the Company to participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers for the Definitive Financing), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies, (iii) assist in the preparation of such documents and materials as may be reasonably required in connection with the Definitive Financing, including (A) any customary offering documents, private placement memoranda, bank information memoranda, Form 8-Ks, registration statements, prospectuses and similar documents (including historical and pro forma financial statements and information) for the Definitive Financing, and (B) materials for rating agency presentations, (iv) consent to the use of the Company’s and its Subsidiaries’ logos to the extent customary in connection with marketing the Definitive Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries, (v) execute and deliver (or use reasonable best efforts to obtain from their advisors), and cause its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from their advisors), customary certificates (including with respect to solvency matters), accounting comfort letters (including consents of accountants for use of their reports in any materials relating to the Definitive Financing), legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the Definitive Financing as may be reasonably requested by Parent as necessary and customary in connection with the Definitive Financing, (vi) assist in the preparation of and entering into one or more credit agreements and other loan documents, underwriting or note purchase agreements, indentures or other agreements; provided, however, that no obligation of the Company or any of its Subsidiaries under any such agreements or documents shall be effective until the Effective Time, (vii) use its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, including using its reasonable best efforts to provide customary comfort letters to the underwriters in connection with the initial purchase of any securities in connection with the Definitive Financing and to provide customary consents to inclusion of their audit reports in registration statements of Parent, (viii) provide authorization letters to the Definitive Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Definitive Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its Affiliates, (ix) use its reasonable best efforts to facilitate contact between the Definitive Financing Sources and the principal existing lenders of the Company, (x) cooperate reasonably with the Definitive Financing Sources’ due diligence investigation of the Company and its Subsidiaries, to the extent customary and reasonable and to the extent not unreasonably interfering with the business or operations of the Company, (xi) cooperate with Parent, if requested by Parent, to appoint Parent’s designees to the board of directors or similar governing bodies of the Subsidiaries of the Company, effective as of the Effective Time, for the purpose of taking corporate action related to the Definitive Financing as of the Effective Time, (xii) facilitating the pledging of collateral for the Definitive Financing, including using reasonable best efforts to take actions necessary to permit the Definitive Financing Sources to evaluate the Company’s and its Subsidiaries’ real property and current assets, cash management and accounting systems, policies and procedures for the purpose of establishing collateral arrangements and establishing, as of the Effective Time, bank and other accounts and blocked account agreements and lockbox arrangements in connection with the Definitive Financing, (xiii) using reasonable best efforts to obtain such consents, waivers, estoppels, approvals, authorizations and instruments which may be reasonably requested by Parent or Merger Sub in connection with the Definitive Financing, including customary payoff letters, lien releases, instruments of termination or discharge, legal opinions, appraisals, engineering reports, surveys, title insurance, landlord consents, waivers and access agreements, and (xiv) facilitating the consummation of the Definitive Financing, including cooperating with Parent and Merger Sub to satisfy the conditions precedent to the Definitive Financing to the extent within the control of the Company and its Subsidiaries, and taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent or Merger Sub to permit the consummation of the Definitive Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately upon the Effective Time; provided that (A) none of the Company or any of its Subsidiaries shall be required to pay any fees (including commitment or other similar fees) or incur any other liability or expenses (unless promptly reimbursed by Parent) in connection with the Definitive Financing prior to the Effective Time, (B) nothing herein shall require such cooperation from the Company to the extent it would require the Company to waive or amend any terms of this Agreement and (C) Parent shall be responsible for the timely provision of any post-Closing pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any pro forma financial information to be delivered by the Company pursuant to this Section 6.12. Parent shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by Landlord the Company or its Subsidiaries in connection with such cooperation. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the purchase, leasing and initial financing Definitive Financing or the arrangement of the Leased Premises includingDefinitive Financing and any information utilized in connection therewith (other than historical information relating to the Company or its Subsidiaries), without limitationexcept to the extent such losses, the reasonable cost of appraisalsdamages, environmental reportsclaims, title insurance, surveys, legal fees costs and expenses and Lender’s commitment feeresult from the gross negligence or willful misconduct of the Company, any of its Subsidiaries or their respective Representatives. (bc) If Landlord desires to obtain In the event that the Commitment Letter is amended, replaced, supplemented or refinance any Loanotherwise modified, Tenant in accordance with Section 6.12(a), or if Parent substitutes other debt or equity financing for all or a portion of the Financing, each of Parent and the Company shall negotiate comply with its covenants in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (aSections 6.12(a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender with respect to the Commitment Letter as so amended, replaced, supplemented or otherwise modified or with respect to such other substitute financing to the same extent that Parent and the Company would have been obligated to comply with respect to the Financing. (d) All non-public or otherwise confidential information regarding the Company obtained by Parent or its assigns will not Representatives or any other Person pursuant to this Section 6.12 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to disclose such customary and reasonable information to potential syndicate members during syndication, ratings agencies and the like in connection with the Definitive Financing as contemplated by this Section 6.12, subject to any counterclaim, demand or offsets which Tenant may have against Landlord customary confidentiality undertakings by such potential syndicate members. (except for any Escrow Payments or Net Award actually held by Lender)e) Parent and Merger Sub acknowledge and agree that the obtaining of the Definitive Financing is not a condition to Closing.

Financing. (a) Tenant agrees Parent shall use its commercially reasonable efforts to pay take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to consummate on the Closing Date the Debt Financing on the terms and subject to the conditions (including the “market flex” provisions) set forth in the Debt Commitment Letter, including using its commercially reasonable costs efforts to: (i) maintain in full force and expenses incurred by Landlord effect the Debt Commitment Letter in connection accordance with the purchase, leasing terms and initial financing subject to the conditions thereof until the Merger is consummated or this Agreement is terminated in accordance with its terms; and without the prior written consent of the Leased Premises includingCompany (which consent shall not be unreasonably withheld, without limitationconditioned or delayed) not permit any amendment or modification to be made to, not consent to any waiver of any provision or remedy under, and not replace, the reasonable cost Debt Commitment Letter, in any case if such amendment, modification, waiver or replacement imposes new or additional conditions or otherwise materially amends or modifies any of appraisalsthe conditions to the funding of the Debt Financing in a manner that could reasonably be expected to delay or prevent the Closing; provided, environmental reportsthat, title insuranceParent may amend, surveysmodify or supplement the Debt Commitment Letter to (x) add lenders, legal fees lead arrangers, bookrunners, syndication agents or similar entities who have not executed the Debt Commitment Letter as of the date hereof, (y) effectuate any “market flex” provisions contained therein; provided further, however, that, Parent shall disclose to the Company its intention to enter into any such amendment, modification, waiver or replacement of the Debt Commitment Letter prior to the effectiveness of such amendment, modification, waiver or replacement and expenses shall promptly furnish to the Company copies of executed versions of any such amendment, modification, waiver or replacement; (ii) satisfy on a timely basis all conditions to the Debt Financing that are within its control; (iii) negotiate, execute and Lender’s commitment feedeliver Debt Financing Documents that reflect and are consistent with the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto) as the same may be amended, modified or supplemented as permitted by this Agreement; and in the event that all conditions set forth in Section 6.01 and ‎Section 6.02 have been satisfied or waived or, upon funding of the Debt Financing would be satisfied, cause the full amount of the Debt Financing to be funded as contemplated by the Debt Commitment Letter at the Closing. (b) Parent shall provide to the Company, upon request, copies of all executed agreements and other documents relating to the Debt Financing and keep the Company informed on a reasonably current basis and in reasonable detail of all material developments with respect to the status of its efforts to arrange the Debt Financing. (c) Without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), neither Parent nor any of its affiliates shall take any action that could reasonably be expected to materially delay or prevent the consummation of the Debt Financing. (d) If Landlord desires any Financing Failure Event occurs, Parent shall (unless Parent determines that the affected portion of the Debt Financing is not reasonably required to obtain consummate the Merger) promptly notify the Company thereof and use its commercially reasonable efforts to obtain, as promptly as practicable, on terms reasonably as favorable to Parent (as reasonably determined by Parent) as the terms of the Debt Commitment Letter, alternative debt financing (“Debt Replacement Financing”) in an amount that would, together with other funds readily available to Parent, be sufficient to pay the aggregate Merger Consideration on the Closing Date. Parent shall deliver to the Company copies of all executed contracts or refinance other arrangements pursuant to which any Loanalternative source shall have committed to provide any portion of the Debt Replacement Financing (provided that any fee letters in connection therewith may be redacted with respect to interest rates, Tenant fee amounts, pricing caps and other similar economic terms (including any “market flex” provisions). Any Debt Replacement Financing shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications be subject to the same obligations as set forth in this LeaseSection 5.19 with respect to the Debt Financing. (e) All non-public or otherwise confidential information regarding the Company and its Subsidiaries obtained by Parent or its representatives shall be kept confidential in accordance with the Confidentiality Agreement, provided except that Tenant Parent shall be permitted to disclose such information to potential investors and lenders in connection with the Debt Financing subject to such investors and lenders entering into customary confidentiality undertakings with respect to such information. (f) Notwithstanding anything contained in this Section 5.19 or anything else in this Agreement to the contrary, in no event shall the commercially reasonable efforts of Parent be deemed or construed to require Parent to, and Parent shall not be obligated required to, (x) incur or pay any fees to obtain a waiver or amendment of any term of the Debt Commitment Letter or any Debt Financing Documents in excess (in the aggregate) of those contemplated by the Debt Commitment Letter as of the date hereof, (y) agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request conditionality or economic terms of Landlord, the Debt Financing that are less favorable to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend Parent than those contemplated by the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, Debt Commitment Letter (including any subordinationmarket flex provisions therein) as of the date hereof, non-disturbance and attornment agreement, so long as or (z) obtain or seek equity financing to supplement or replace all or any portion of the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)Debt Financing.

Financing. (a) Tenant agrees Cedar shall use, and shall cause the Cedar Subsidiaries to pay all use, their respective reasonable costs best efforts to arrange the Financing on the terms and expenses incurred by Landlord conditions described in connection with the purchaseCommitment Letter (provided that Cedar may amend the Commitment Letter to add lenders, leasing and initial financing lead arrangers, bookrunners, syndication agents or similar entities or otherwise replace or amend the Commitment Letter so long as such action would not reasonably be expected to delay or prevent the Closing or add conditions or otherwise materially restrict the availability of the Leased Premises includingFinancing). In the event that Cedar becomes aware that any portion of the Financing is unavailable in the manner or from the sources contemplated in the Commitment Letter, Cedar use its reasonable best efforts to obtain alternative financing for such portion from alternative sources. Cedar shall not agree to nor permit any amendment, modification or waiver (other than a waiver of a condition to the Financing) of the Commitment Letter, any other agreement, arrangement or understanding relating to the Financing or the definitive agreements relating to the Financing that is adverse to Cedar or Pine without limitationPine’s prior written consent, the reasonable cost of appraisalswhich shall not be unreasonably withheld, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeconditioned or delayed. (b) If Landlord desires Pine shall provide, shall cause the Pine Subsidiaries to obtain provide, and shall use its reasonable best efforts to cause its and their Representatives to provide, such reasonable cooperation in connection with the arrangement of the Financing as may be reasonably requested by Cedar, including participating in meetings and presentations, providing information, documents, opinions and certificates, entering into agreements, and other actions that are or refinance any Loan, Tenant shall negotiate may be customary in good faith connection with Landlord concerning any request made by any Lender the Financing or proposed Lender for changes necessary to permit Cedar to fulfill conditions or modifications in this Lease, obligations under the Commitment Letter and related fee letters; provided that Tenant none of Pine or any of the Pine Subsidiaries shall not be obligated required to agree pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability in connection with the Financing. (c) All non-public or otherwise confidential information regarding either party obtained by the other party pursuant to any change which increases paragraphs (a) or (b) shall be kept confidential in accordance with the Confidentiality Agreement; provided, however, that Cedar and its obligations hereunder in any material respect. In particular, Tenant Representatives shall agree, upon request of Landlord, be permitted to supply any such Lender with such notices and reasonable disclose information as Tenant is required necessary and consistent with customary practices in connection with the Financing subject to give to Landlord hereunder customary confidentiality arrangements. Cedar shall indemnify and to extend hold harmless Pine, the rights of Landlord hereunder to any such Lender Pine Subsidiaries and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement their respective Representatives from and shall execute against any and all other documents that such Lender requires losses or damages suffered or incurred by them in connection with such financing, including the arrangement of the Financing and any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)information utilized in connection therewith.

Financing. (a) Tenant agrees Parent shall use its reasonable best efforts to cause to be taken all actions necessary to obtain the Debt Financing on the terms and subject to the conditions described in the Debt Commitment Letter, including using its reasonable best efforts to: (i) maintain in effect the Debt Commitment Letter and negotiate and enter into definitive agreements with respect to the Debt Financing (A) on the terms and subject to the conditions reflected in the Debt Commitment Letter or (B) on other terms that are acceptable to Parent and would not materially and adversely impact the ability of Parent to consummate the transactions contemplated by this Agreement on a timely basis; (ii) comply on a timely basis with all covenants, and satisfy on a timely basis all conditions, required to be complied with or satisfied by Parent in the Debt Commitment Letter and in such definitive agreements; (iii) cause the Debt Financing to be consummated at such time or from time to time as is necessary for Parent to satisfy its obligations under this Agreement; (iv) pay any and all commitment or other fees in a timely manner that become payable by Parent or Merger Sub under the Debt Commitment Letter following the date of this Agreement, to the extent that the failure to pay such fees would be reasonably expected to adversely impact the availability of the financing thereunder; (v) obtain rating agency approvals to the extent required to obtain the Debt Financing; and (vi) seek to enforce its rights under the Debt Commitment Letter; provided, however, that, notwithstanding anything to the contrary contained in this Agreement: (1) Parent shall have the right to substitute other debt or equity financing for all or any portion of the Debt Financing from the same and/or alternative financing sources so long as such substitute financing is subject to funding conditions that are not materially less favorable to Parent than the funding conditions set forth in the Debt Commitment Letter and so long as such substitute financing would not materially and adversely impact the ability of Parent to consummate the transactions contemplated by this Agreement on a timely basis; and (2) Parent shall not be required to, and Parent shall not be required to cause any other Person to, commence, participate in, pursue or defend any Legal Proceeding against or involving any of the Persons that have committed to provide any portion of, or otherwise with respect to, the Debt Financing. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter for any reason or the Debt Commitment Letter shall be terminated or modified in a manner materially adverse to Parent for any reason, Parent shall use its reasonable costs best efforts to obtain, as promptly as practicable, from the same and/or alternative financing sources alternative financing on terms not materially less favorable to Parent than the terms of the Debt Financing in an amount equal to the lesser of (i) an amount sufficient to consummate the Merger and expenses incurred the other transactions contemplated by Landlord this Agreement (after taking into consideration the funds otherwise available to Parent and the Acquired Corporations), and (ii) the amount of financing that was contemplated by the Debt Financing Letter on the date of this Agreement. In the event any alternative or substitute financing is obtained by Parent in accordance with the terms of this Section 5.12(a) (the “Alternative Financing”), references in this Agreement to the Debt Financing (including, for avoidance of doubt, the references in this Section 5.12 and Exhibit A, but excluding references in Section 3.6) shall be deemed to refer to the Alternative Financing, and if a new financing commitment letter is entered into in connection with such Alternative Financing (the purchase“New Commitment Letter”), leasing references in this Agreement to the Debt Commitment Letter (including, for avoidance of doubt, the references in this Section 5.12, but excluding the references in Section 3.6 and initial financing in clause “(ii)” of the Leased Premises including, without limitation, preceding sentence) shall be deemed to refer to the reasonable cost New Commitment Letter. Parent will provide the Company with a copy of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeany New Commitment Letter obtained by Parent in connection with an Alternative Financing as promptly as practicable following the execution thereof. (b) If Landlord desires Parent shall keep the Company reasonably informed with respect to obtain all material activity concerning the status of the Debt Financing, including the status of Parent’s efforts to comply with its covenants under, and satisfy the conditions contemplated by, the Debt Commitment Letter and shall give the Company prompt notice of any event or refinance change that Parent determines will materially and adversely affect the ability of Parent to consummate the Debt Financing. Without limiting the foregoing, Parent agrees to notify the Company promptly, and in any Loanevent within two business days, Tenant if at any time: (i) the Debt Commitment Letter shall negotiate expire or be terminated for any reason; or (ii) any financing source that is a party to the Debt Commitment Letter notifies Parent in good faith with Landlord concerning writing that such source no longer intends to provide financing to Parent on the terms set forth in the Debt Commitment Letter. Parent shall not, without the prior written consent of the Company, amend the Debt Commitment Letter in any request made manner (including by any Lender way of a side letter or proposed Lender for changes other binding agreement, arrangement or modifications in this Lease, provided understanding) that Tenant shall not be obligated to agree to any change which increases its obligations hereunder would: (A) expand in any material respect. In particular, Tenant shall agreeor amend in a manner materially adverse to Parent, the conditions to the Debt Financing set forth in the Debt Commitment Letter; (B) prevent or materially impair or delay the Closing; (C) subject to Parent’s right to obtain substitute financing set forth in Section 5.12(a), reduce the aggregate amount of financing set forth in the Debt Commitment Letter to an amount below the amount needed (in combination with all funds held by or otherwise available to Parent and the Acquired Corporations) to consummate the Merger; or (D) to the Knowledge of Parent, materially and adversely impact the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letter. (c) During the Pre-Closing Period, upon the request of LandlordParent, the Company shall, and shall cause its Subsidiaries and the Representatives of the Acquired Corporations to, cooperate reasonably with Parent in connection with Parent’s financing of the Merger, including by: (i) participating in meetings and road shows, if any; (ii) providing on a timely basis information reasonably requested by Parent relating to supply such financing; (iii) preparing in a timely manner business projections and financial statements (including pro forma financial statements); (iv) assisting in a timely manner in the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents; (v) using its reasonable best efforts to ensure that the syndication efforts of the lead arrangers for the Debt Financing (or any Alternative Financing) benefit materially from the existing lending relationships of the Acquired Corporations; (vi) providing such Lender assistance as Parent may reasonably require in procuring a corporate credit rating for Parent from Standard & Poor’s Rating Services and a corporate family credit rating for Parent from Xxxxx’x Investor Services, Inc. at least 30 business days prior to the Closing Date; and (vii) obtaining the consent of, and customary comfort letters from, Ernst & Young LLP (including by providing customary management letters and requesting legal letters to obtain such consent) if necessary or desirable for Parent’s use of the Company’s financial statements. Without limiting the generality of the foregoing, the Company shall ensure that all financial and other projections concerning the Acquired Corporations that are made available to Parent after the date of this Agreement are prepared in good faith and are based upon assumptions that are reasonable at the time made. Notwithstanding the foregoing: (A) such requested cooperation shall not unreasonably interfere with such notices the ongoing operations of the Acquired Corporations; and reasonable information as Tenant is (B) no Acquired Corporation shall be required to give to Landlord hereunder and to extend the rights of Landlord hereunder to pay any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide commitment or other similar fee or incur any other consent liability in connection with the financing contemplated by the Debt Commitment Letter prior to the Effective Time (unless such fee or statement liability is subject to the immediately succeeding sentence or such fee or liability is conditional on the occurrence of the Effective Time). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and shall execute any documented out-of-pocket fees and all other documents that such Lender requires expenses of the Company’s counsel and the Company’s accountants incurred by the Acquired Corporations in connection with such financingrequested cooperation, including and, except in cases involving fraud or intentional misconduct or intentional misrepresentation on the part of any subordinationof the Acquired Corporations or any Representative of any Acquired Corporation, non-disturbance Parent shall indemnify and attornment agreementhold harmless the Acquired Corporations against any costs, so long expenses or liabilities incurred by the Acquired Corporations as a result of any Action against the same do not materially adversely affect Acquired Corporations arising out of any right, benefit or privilege of Tenant acts performed by the Acquired Corporations at Parent’s request under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)Section 5.12.

Financing. (a) Tenant The Buyer shall, at the Buyer’s expense, use commercially reasonable efforts to (i) fully satisfy in all material respects, on a timely basis, all terms, conditions, representations and warranties set forth in the Commitment Letters and (ii) enforce its rights under the Commitment Letters. The Buyer shall use commercially reasonable efforts to enter into definitive agreements with respect to the Financings contemplated by the Commitment Letters on terms and conditions no less favorable to the Buyer than the Commitment Letters as soon as reasonably practicable but in any event at the Closing. The Buyer will furnish correct and complete copies of such executed definitive agreements to the Company promptly upon request by the Company. At the Company’s request, the Buyer shall keep the Company reasonably informed with respect to all material activity concerning the status of the Financings contemplated by the Commitment Letters and shall give the Company prompt notice of any material adverse change with respect to such Financings. Without limiting the foregoing, the Buyer agrees to pay all reasonable costs notify the Company promptly, and expenses incurred by Landlord in any event within two (2) Business Days, if at any time prior to the Closing Date (i) any Commitment Letter shall expire or be terminated for any reason or (ii) any financing source that is a party to any Commitment Letter notifies the Buyer that such source no longer intends to either provide or underwrite financing to the Buyer on the material terms set forth therein. Other than in connection with this Agreement, the purchaseBuyer shall not, leasing and initial financing shall cause Buyer Parent and such entity’s direct and indirect subsidiaries not to, without the prior written consent of the Leased Premises includingCompany, take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition (including the disposition of any capital stock of any Buyer Subsidiary), lease, contract or debt or equity financing, that would reasonably be expected to materially impair, delay or prevent the Buyer’s obtaining of the Financing contemplated by any Commitment Letter. The Buyer shall not amend or alter, or agree to amend or alter, (i) the Equity Commitment Letter in any manner adverse to the Company without limitationthe prior written consent of the Company or (ii) any Debt Commitment Letter in any manner that would materially impair or delay or prevent the transactions contemplated by this Agreement without the prior written consent of the Company. If any Commitment Letter shall be terminated or modified in a manner materially adverse to the Buyer for any reason, the Buyer shall use commercially reasonable cost efforts to (i) obtain, and, if obtained, will provide the Company with a copy of, a new financing commitment that provides for at least the same amount of appraisalsfinancing as contemplated by such Commitment Letter as originally issued; (ii) enter into definitive agreements with respect to such new financing; and (iii) obtain funds under such agreements to the extent necessary to consummate the transactions contemplated by this Agreement; provided that the Buyer shall be under no obligation to obtain or seek to obtain any financing commitment containing terms or funding conditions less favorable to the Buyer or the Merger Sub than those included in such Commitment Letter (as determined in the Buyer’s good faith and reasonable discretion). In the event that, environmental reportsafter use of Buyer’s commercially reasonable efforts, title insuranceBuyer is unable to obtain such new financing as described in the immediately preceding sentence, surveysthen the Company may, legal fees in its sole discretion, propose an alternative new financing that provides for at least the same amount of financing as contemplated by the Commitment Letters as originally issued on terms that are not less favorable to the Buyer and expenses its Affiliates than those set forth in the Commitment Letters as originally issued (as determined in the Buyer’s good faith and Lender’s commitment feereasonable discretion), and Buyer shall use commercially reasonable efforts to enter into definitive agreements with respect to such alternative new financing and obtain funds under such agreements to the extent necessary to consummate the transactions contemplated by this Agreement. In the event that a new Debt Commitment Letter is executed in accordance with this Section 6.17, then such new Debt Commitment Letter shall be the “Debt Commitment Letter” for purposes of this Agreement. (b) If Landlord desires The Company agrees to provide the Buyer with such cooperation in connection with the arrangement of the financings contemplated by the Commitment Letters as may be reasonably requested by the Buyer, including (i) participation in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and sessions with rating agencies, (ii) using commercially reasonable efforts to prepare business projections and financial statements (including pro forma financial statements), (iii) assisting the Buyer in preparing offering memoranda, private placement memoranda and similar documents, (iv) providing and executing documents as may reasonably be requested by the Buyer, including a certificate or certificates of the chief financial officer of the Company with respect to solvency and financial matters, (v) using commercially reasonable efforts to obtain surveys and title insurance as may be reasonably requested by the Buyer, and (vi) reasonably facilitating the pledge of collateral. The Company shall also use commercially reasonable efforts to cause legal counsel to provide customary legal opinions and an independent auditor of the Company to provide any unqualified opinions, consents or refinance customary comfort letters with respect to its financial statements. The Company shall allow the Buyer’s representatives the opportunity to review and comment upon any Loansuch financial statements (including pro forma financial statements) in draft form and to allow such representatives access to the Company and supporting documentation with respect to the preparation of such financial statements and the independent auditors’ work papers relating to such financial statements. Notwithstanding the foregoing, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant (i) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and (ii) neither the Company nor any of its Subsidiaries shall be obligated required to agree pay any commitment or other similar fee or incur any other liability in connection with the financings contemplated by the Commitment Letters prior to any change which increases its obligations hereunder in any material respectthe Effective Time (unless such fee or liability is subject to the immediately succeeding sentence or such commitment fee or liability is conditional on the occurrence of the Effective Time). In particularThe Buyer shall, Tenant shall agree, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and fees and expenses of Landlord, to supply counsel incurred by the Company or any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires its Subsidiaries in connection with such financingcooperation to the extent such actions shall have been requested by the Buyer. (c) The Company shall use commercially reasonable efforts to make its cash and cash equivalents and the cash and cash equivalents of its domestic and foreign Subsidiaries available for deposit into the Exchange Fund at or prior to the Closing. The parties acknowledge if the Company shall use its commercially reasonable efforts to take the actions set forth on Schedule 6.17(c), including any subordinationor use commercially reasonable efforts to cause such actions to be taken, non-disturbance and attornment agreement, so long as then the same do not materially adversely affect any right, benefit or privilege of Tenant under Company shall be deemed to have exerted its commercially reasonable efforts for this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)purpose.

Financing. (a) Tenant agrees The Company shall use commercially reasonable efforts, and shall cause its Subsidiaries to use commercially reasonable efforts, and shall use its commercially reasonable efforts to cause its and its Subsidiaries’ respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the “Company Representatives”) to, at Parent’s sole expense, provide all cooperation that is reasonably necessary or customary and reasonably requested by Parent to assist Parent in the arrangement of bank financing and/or bond offerings for the purpose of financing the Merger, the fees and expenses incurred in connection therewith 74 and the other transactions contemplated hereby (the “Debt Financing”), including assisting with the preparation of materials for presentations, memoranda and similar documents required in connection with the Debt Financing; provided, however, that (x) nothing herein shall require such cooperation to the extent it would (A) unreasonably disrupt the conduct of the Company’s and the Subsidiaries’ respective businesses, (B) require the Company or any of the Subsidiaries or any of the Company Representatives to pay any fees or expenses or otherwise incur any liability or give any indemnities prior to the Effective Time (except to the extent any such fee or expense is conditioned on the consummation of the Merger or Parent has advanced the amount of such fees, expenses or liabilities to the Company or the Subsidiaries), and (C) require the preparation or delivery of (i) financial statements, other than those contemplated by Sections 5.1(c) and 5.1(d), or (ii) pro forma financial information or forecasts of the Company and the Subsidiaries and (y) any documentation executed by the Company or any of its Subsidiaries shall not become effective until the consummation of the Closing. Notwithstanding anything to the contrary provided herein or in the Confidentiality Agreement, Parent shall be permitted to share all reasonable information subject to such agreement with its financing sources, subject to customary confidentiality undertakings by such financing sources with respect thereto. (b) Parent shall indemnify and hold harmless each of the Company, the Subsidiaries and their respective Company Representatives and any Seller Indemnified Party from and against any and all Losses suffered or incurred by them in connection with the arrangement of the Debt Financing and the performance of their respective obligations under this Section 5.17. Parent shall, promptly upon request of the Company, reimburse the Company and the Subsidiaries for all out-of-pocket costs and expenses incurred by Landlord the Company or the Subsidiaries (including those of their respective Company Representatives) in connection with the purchase, leasing and initial financing of the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feecooperation required by this Section 5.17. (bc) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request Each of Landlord, to supply any such Lender with such notices Parent and reasonable information as Tenant is required to give to Landlord hereunder Xxxxxx Sub acknowledges and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm agrees that (ai) Lender and its assigns will the obtaining of the Debt Financing is not be liable for any misrepresentationa condition to the Closing, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender).and

Financing. (a) Tenant Xxxxxxx agrees to pay all use, and to cause Parent and Purchaser to use, best efforts to complete the transactions contemplated by the Commitment Letters on or before the scheduled Closing Date on the terms and conditions described in the Commitment Letters, including by maintaining the Commitment Letters and negotiating and entering into definitive agreements with respect to the Debt Financing and Equity Financing on the terms and conditions contemplated by the Commitment Letters. Upon request, Parent will keep the Company reasonably informed of the status of its efforts to arrange such financing and provide to the Company copies of the material definitive documents for such financing. Xxxxxxx agrees to use, and to cause Parent and Purchaser to use, reasonable costs best efforts to enforce their respective rights under the Commitment Letters and expenses incurred the definitive agreements with respect to the Debt Financing and Equity Financing, including by Landlord seeking specific performance of the parties thereunder. Xxxxxxx shall not, and shall cause Parent and Purchaser not to, without the prior written consent of the Company, terminate the Equity Commitment Letter, or permit any amendment, modification or supplement to, or any waiver of any provision or remedy under, or replace, the Equity Commitment Letter. Xxxxxxx shall not, and shall cause Parent and Purchaser not to, without the prior written consent of the Company, (i) terminate any Debt Commitment Letter, unless such Debt Commitment Letter is replaced in connection a manner consistent with the purchasefollowing clause (ii), leasing or (ii) permit any amendment, modification or supplement to, or any waiver of any provision or remedy under, or replace, any Debt Commitment Letter if such amendment, modification, supplement, waiver or replacement (A) would (1) add any new condition to any Debt Commitment Letter or modify any existing condition in a manner materially adverse to Xxxxxxx, Parent or Purchaser or that would be reasonably expected to materially adversely affect the ability of Xxxxxxx, Parent and initial financing Purchaser to consummate the Merger and the other transactions contemplated by this Agreement or the likelihood of their doing so, or (2) be reasonably expected to make the timely funding of any of the Leased Premises including, without limitation, financing contemplated by the reasonable cost Debt Commitment Letter or satisfaction of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment fee. (b) If Landlord desires the conditions to obtain or refinance funding of any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated such financing less likely to agree to any change which increases its obligations hereunder occur in any material respect. In particular, Tenant shall agree(B) reduces the aggregate amount of the financing contemplated by the Debt Commitment Letter to an amount less than that which, upon request of Landlord, to supply any such Lender when taken together with such notices the funding contemplated by the Equity Commitment Letter and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender).the

Financing. (a) Tenant agrees Parent’s, US Corp.’s and Merger Sub’s obligations hereunder are not subject to pay any conditions regarding Parent’s, US Corp.’s, Merger Sub’s or any other person’s ability to finance, or obtain financing for, the Transactions. (b) From and after the execution of this Agreement, Parent, US Corp. and Merger Sub shall use their respective reasonable best efforts to arrange the Financing on the terms and conditions described in the Financing Letter and shall not permit any amendment or modification to be made to, any replacement of all or any portion of any facilities (or commitments thereof) described in, or any waiver of any provision or remedy under, the Financing Letter, if such amendment, modification, replacement or waiver (i) reduces the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount except by operation of the “flex” provisions in the related fee letter) unless such reduction is replaced with Replacement Financing or cash on hand or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of any portion of the Financing in a manner that would or would reasonably be expected to (A) delay or prevent the Closing or the Closing Date, (B) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur or (C) adversely impact the ability of Parent, US Corp. or Merger Sub, as applicable, to enforce their rights against other parties to the Financing Letter or the definitive agreements to be entered into with respect to the Financing, including any right to seek specific performance of the Financing Letter or such definitive agreements. Subject to the limitations set out in the first sentence of this Section 6.12(b), Parent, US Corp. and Merger Sub may (1) amend, supplement, modify, replace or substitute the Financing Letter as in effect at the date hereof, including to (x) add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Letter as of the date of this Agreement, (y) increase the amount of Indebtedness and (z) replace all or a portion of the facility committed under the Financing Letter as in effect as of the date hereof with one or more new facilities under such Financing Letter or under any new commitment letter or facility or (2) replace all or a portion of the Financing with substitute or replacement debt financing or equity financing (consistent with the equity financing described in Section 4.02(a) of the Parent Disclosure Letter) (any such new commitment or facility described in clause (z) above or Financing described in clause (2) above, a “Replacement Financing”), provided that any amendments, modifications or replacements of any Replacement Financing shall be subject to the same limitations that apply to the Financing Letter as set forth in the first sentence of this Section 6.12(b). From and after the execution of this Agreement, Parent, US Corp. and Merger Sub shall use their respective reasonable best efforts to obtain a corporate credit rating from each of Standard & Poor’s Ratings Services and Xxxxx’x Investor’s Services, Inc. (c) Subject to the terms and conditions of this Agreement, each of Parent, US Corp. and Merger Sub will use its reasonable best efforts to maintain in effect the Financing Letter pursuant to its terms until the Merger is consummated and to obtain the Financing on the terms and conditions described in the Financing Letter, including using its reasonable best efforts (i) to negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Financing Letter (including any applicable “flex” provisions contained in the related fee letter), (ii) to satisfy all conditions on a timely basis to obtaining the Financing applicable to each of Parent, US Corp. and Merger Sub set forth in such definitive agreements that are within its control, (iii) to comply in all respects with its covenants and obligations under the Financing Letter and (iv) subject to Section 6.07, to enforce through exercise of all available remedies its rights under the Financing Letter in the event of a breach or other failure to fund by the Lenders. Parent shall give the Company prompt notice upon becoming aware of any of the following: (A) any material breach or default of the Financing Letter by a party to the Financing Letter or definitive document with respect to the Financing of which they become aware; (B) the receipt of any written notice or other written communication from any Financing Source with respect to any breach, default, termination or repudiation by any party to the Financing Letter or any definitive document related to the Financing of any provisions of the Financing Letter or any definitive document related to the Financing and (C) if for any reason Parent, US Corp. or Merger Sub believes in good faith that they will not be able to obtain all or any portion of the Financing required to consummate the Transactions. Parent shall keep the Company informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Financing and provide to the Company, upon its written request, copies of the definitive material documents related to the Financing (other than fee letters and any other documentation subject to confidentiality restrictions). Notwithstanding the foregoing, nothing in this Section 6.12(c) shall require Parent to disclose any information that is subject to attorney-client or similar privilege if Parent shall have used its reasonable best efforts to disclose such information in a way that would not waive such privilege. Subject to the terms and conditions of this Agreement, in the event that all conditions in the Financing Letter have been satisfied or, upon funding, will be satisfied, Parent, US Corp. and Merger Sub shall use their reasonable best efforts to cause the Lenders to fund on the Closing Date the Financing required to consummate the Merger, the Subsequent Merger and the other Transactions. In the event that Parent, US Corp. or Merger Sub becomes aware of any event or circumstance that makes procurement of any portion of the Financing unlikely to occur in the manner or from the sources contemplated in the Financing Letter, Parent, US Corp. or Merger Sub shall, in addition to promptly notifying the Company in writing of such event or circumstance, use their respective reasonable best efforts to, as promptly as practicable, arrange any such portion (other than amounts that are replaced by Parent’s cash on hand and marketable securities) from alternative sources (such portion from alternate sources, the “Alternate Financing”) in an amount sufficient to consummate the transactions contemplated hereby; provided, however, that Parent, US Corp. and Merger Sub shall not be required to agree to terms and conditions (including any “flex” provisions) that are, in the aggregate, materially less favorable to Parent, US Corp. and Merger Sub than those contained in the Financing Letter (and the “flex” provisions contained in the related fee letter). For the avoidance of doubt, the syndication of any part of the Financing in accordance with the terms of the Financing Letter shall not be deemed to violate Parent’s obligations under this Agreement. (d) Prior to the Closing, the Company shall provide, and shall cause the Company Subsidiaries to provide, and shall use its reasonable best efforts to cause its and their Representatives, officers and employees to provide, on a timely basis, all reasonable costs and expenses incurred cooperation requested by Landlord Parent in connection with the purchase, leasing and initial financing arrangement of the Leased Premises includingFinancing to the extent that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries, without limitationincluding (i) using reasonable best efforts to facilitate the provision of guarantees and pledge of collateral (effective as of the actual occurrence of Closing), (ii) providing customary financial and other pertinent information regarding the Company and the Company Subsidiaries and cooperating in the preparation of pro forma financial information for the Transactions (including information to be used in the preparation of an information package, offering memorandum, prospectus, prospectus supplement or similar document regarding the business, assets, operations, financial projections and prospects of Parent and the Company customary for such financing or reasonably necessary for the completion of the Financing), including the financial information required to be delivered pursuant to the Financing Letter and such other information as may be reasonably requested in writing by Parent to assist in preparation of customary offering or information documents to be used for the completion of the Financing, (iii) reasonably cooperating with the marketing efforts for the Financing (it being acknowledged that the Company hereby consents to the reasonable cost use of the Company’s and the Company Subsidiaries’ logos provided that such logos are used in a manner that is not reasonably likely to harm or disparage the Company or their marks and on such other customary terms and conditions as the Company shall reasonably impose) and using commercially reasonable efforts to provide an introduction and access to the Company’s existing lenders in connection with any syndication efforts, (iv) providing copies of any recent appraisals, environmental reports, evidence of title (including copies of deeds, lease documentation, title insurance policies and/or commitments for title insurance, title opinions, surveys, and similar information), and similar information with respect to the properties and assets of the Company and the Company Subsidiaries that are in the Company’s possession and that are reasonably requested by Parent, (v) providing other reasonably requested customary certificates, opinions or documents, including a customary certificate of the principal financial officer of the Surviving Company (in his capacity as such) with respect to solvency matters, (vi) requesting such customary legal fees opinions and customary accountant comfort letters (including consents of accountants for use of their reports in any materials relating to the Financing) as may be reasonably requested by Parent, (vii) participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or underwriters, as applicable, for the Financing and their counsel and senior management and Representatives, with appropriate seniority and expertise, of the Company), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies as are customary and reasonably requested by Parent, (viii) providing reasonable and customary assistance to Parent and its financing sources or underwriters, as applicable, in (A) the preparation of all credit agreements (including review of schedules for completeness), currency or interest hedging agreements or other agreements, offering documents, an offering memorandum, prospectus or prospectus supplement and other marketing and rating agency materials for the Financing or (B) the amendment or termination of any of the Company’s or the Company Subsidiaries’ existing credit agreements, currency or interest hedging agreements, or other agreements and the release of all collateral and termination of all security interests thereunder (including by negotiating a payoff letter in customary form satisfactory to Parent with respect to any and all obligations of the Company and the Company Subsidiaries under their existing credit facilities, a copy of which shall be delivered to Parent no less than five Business Days prior to the Closing Date), in each case, on terms satisfactory to Parent and that are reasonably requested by Parent in connection with the Financing provided that no obligation of the Company or any of the Company Subsidiaries under any such agreements or amendments shall be effective until the actual occurrence of the Effective Time, in each case it being understood and agreed that information and documents provided by the Company and the Company Subsidiaries may be delivered to the Financing Sources and their Representatives, (ix) using reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, including in connection with due diligence and preparation of pro forma financial information for the Transactions, (x) using reasonable best efforts to permit any cash and marketable securities of the Company and the Company Subsidiaries to be made available to Parent, US Corp. and Merger Sub at the Closing, (xi) cooperating reasonably with Parent’s financing sources’ or underwriters’, as applicable, due diligence, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of the Company, (xii) furnishing Parent and the financing sources promptly (and in any event no later than ten days prior to the Closing Date) with all documentation and other information required by any Governmental Entity with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, (xiii) providing customary authorization letters to the financing sources authorizing the distribution of information to prospective lenders and other Financing Sources, and (xiv) to the extent reasonably requested by Parent, adopting customary corporate resolutions by the Company and the Company Subsidiaries to permit the completion of the Financing. All non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Section 6.12 shall be (1) kept confidential in accordance with the Confidentiality Agreement, except that Parent and US Corp. shall be permitted to disclose such information to potential financing sources and to rating agencies during the syndication and marketing of the Financing subject to customary confidentiality undertakings by such potential financing sources and (2) supplied only to financial institutions or rating agencies or any of their respective representatives for use in connection with the Financing. Parent shall (A) promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable and documented attorneys’ fees) incurred by the Company or any of the Company Subsidiaries in connection with the cooperation of the Company and the Company Subsidiaries contemplated by this Section 6.12 and (B) indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all reasonable and documented out-of-pocket losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with Third Party claims arising out of the arrangement of the Financing and Lender’s commitment feeany information used in connection therewith, except with respect to any information provided in writing by the Company or any of the Company Subsidiaries or contained in the Company SEC Documents. (be) If Landlord desires For purposes of this Agreement, the term “Financing” shall also be deemed to obtain include any Alternate Financing and, in the case of Section 6.12(d), any Replacement Financing, and the term “Financing Letter” shall also be deemed to include any amendment, replacement, supplement or refinance other modification thereto or waiver thereof permitted pursuant to this Section 6.12 and any Loan, Tenant shall negotiate in good faith commitment letter (or similar agreement) with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent respect to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)Alternate Financing.

Financing. (a) Tenant agrees Moon shall not, without the prior written consent of Comet: (i) permit any amendment or modification to, or any waiver of any provision or remedy under, the Financing Commitments if such amendment, modification, waiver or remedy (A) adds any new (or modifies adversely to Moon or Comet any existing) conditions to the consummation of all or any portion of the Financings, (B) reduces the aggregate amount of the Financings such that the aggregate funds that would be available to Moon on the Closing Date would not be sufficient to pay all reasonable costs amounts contemplated by this Agreement to be paid by it (including to refinance the Existing Debt) and expenses incurred by Landlord in connection with to perform its obligations hereunder, (C) limits or otherwise adversely affects the purchaseability of Moon to enforce its rights against the other parties to the Financing Commitments or the Definitive Agreements or (D) would otherwise reasonably be expected to prevent, leasing and initial financing impede or delay the consummation of the Leased Premises includingCombination and the other transactions contemplated by this Agreement; or (ii) take any action to terminate the Financing Commitments. Moon shall promptly deliver to Comet copies of any amendment, without limitationmodification or waiver to the Financing Commitments. Notwithstanding anything in this Agreement to the contrary, subject to the reasonable cost limitations set forth in this Section 7.20(a), Moon may amend, replace, supplement or otherwise modify the Financing Commitment Letters to add or replace Lenders, lead arrangers, agents or similar entities and the commitments in respect of appraisals, environmental reports, title insurance, surveys, legal fees the Financings that have not executed the Financing Commitment Letter as of the date of this Agreement and expenses and Lender’s commitment feereplace the debt commitments of the Lenders under the Financing Commitment Letter as of the date of this Agreement with debt commitments of such new entities. (b) If Landlord desires Moon shall use its reasonable best efforts to take, or cause to be taken, all actions necessary to obtain the proceeds of the Financings on the terms and conditions described in the Financing Commitments or refinance terms more favorable to Moon, including by using its reasonable best efforts to (i) maintain in effect the Financing Commitments, (ii) negotiate, execute and deliver definitive agreements with respect to the Financings (the “Definitive Agreements”) on the terms and conditions contained in the Financing Commitments and (iii) satisfy on a timely basis all conditions in the Financing Commitments and the Definitive Agreements and comply with its obligations thereunder. In the event that all conditions contained in the Financing Commitments or the Definitive Agreements have been satisfied, Moon shall use reasonable best efforts to enforce its rights thereunder and cause the Lenders thereunder to comply with their respective obligations thereunder to fund the Financings to the extent required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date. (c) Moon shall keep Comet informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Financings. In the event that any Loanportion of the Financings becomes unavailable (other than due to the failure of any of the conditions set forth in Section 8.1 or Section 8.2 hereof), Tenant Moon will use reasonable best efforts to obtain alternative debt financing (in an amount sufficient, when taken together with the available portion of the Financings, to consummate the transactions contemplated by this Agreement and to pay related fees and expenses) from the same or other sources and which do not include any conditions to the consummation of such alternative debt financing that are more onerous than the conditions set forth in the Financing Commitment Letter. For the purposes of this Agreement, the term “Financing Commitment Letter” shall negotiate be deemed to include any commitment letter (or similar agreement) with respect to any alternative financing arranged in good faith compliance herewith (and any Financing Commitment Letter remaining in effect at the time in question). Moon shall provide Comet with Landlord concerning prompt oral and written notice of any request made breach or default by any party to the Financing Commitments or any Definitive Agreement and the receipt of any written notice or other written communication from any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree other financing source with respect to any change which increases its obligations hereunder in breach, default, termination or repudiation by any material respect. In particular, Tenant shall agree, upon request party to the Financing Commitments or any Definitive Agreement of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)provision thereof.

Financing. (a) Tenant agrees Parent shall use its reasonable best efforts to pay take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the financing necessary to consummate the Transactions (the "Debt Financing") on the terms and conditions described in the Debt Commitment Letter, including using reasonable costs best efforts to (i) satisfy on a timely basis all terms, covenants and expenses incurred conditions set forth in the Debt Commitment Letter; (ii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by Landlord in connection with the purchase, leasing Debt Commitment Letter; (iii) enforce its rights under the Debt Commitment Letter; and initial financing (iv) consummate the Debt Financing at or prior to the Effective Time. Parent will furnish correct and complete copies of all such definitive agreements to the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeCompany promptly upon their execution. (b) If Landlord desires Parent shall keep the Company informed with respect to obtain all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letter and shall give the Company prompt notice of any material adverse change with respect to such Debt Financing. Without limiting the foregoing, Parent agrees to notify the Company promptly, and in any event within two Business Days, if at any time (i) any Debt Commitment Letter shall expire or refinance be terminated for any Loanreason, Tenant shall negotiate (ii) any financing source that is a party to any Debt Commitment Letter notifies Parent that such source no longer intends to provide financing to Parent on the terms set forth therein, or (iii) for any reason Parent no longer believes in good faith with Landlord concerning that it will be able to obtain all or any request made portion of the Financing contemplated by any Lender or proposed Lender for changes or modifications in this Leasethe Debt Commitment Letter on the terms described therein. Parent shall not, provided that Tenant and shall not be obligated permit any of its Affiliates to, without the prior written consent of the Company, take or fail to agree to take any change which increases its obligations hereunder in action or enter into any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financingtransaction, including any subordinationmerger, non-disturbance acquisition, joint venture, disposition, lease, contract or debt or equity financing, that could reasonably be expected to breach or make untrue any representation or warranty contained in the Commitment Letters or otherwise impair, delay or prevent consummation of the Financing contemplated by any of the Debt Commitment Letter. Parent shall not amend or alter, or agree to amend or alter, any Debt Commitment Letter in any manner that would prevent or materially impair or delay the consummation of Transactions without the prior written consent of the Company. (c) If any portion of the Debt Financing becomes unavailable on the terms and attornment agreementconditions contemplated in the Debt Commitment Letter or any Debt Commitment Letter shall be terminated or modified in a manner materially adverse to Parent for any reason, so long as Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions ("Alternate Financing") and to obtain, and, if obtained, will provide the Company with a copy of, a new financing commitment that provides for at least the same do not materially adversely affect amount of financing as such Debt Commitment Letter as originally issued and on terms and conditions (including termination rights and funding conditions) no less favorable in the aggregate to Parent or Merger Sub than those included in such Debt Commitment Letter (the "New Commitment Letter"). To the extent applicable, Parent shall use its reasonable best efforts to take, or cause to be taken, all things necessary, proper or advisable to arrange promptly and consummate the Alternate Financing on the terms and conditions described in any rightNew Commitment Letter, benefit or privilege of Tenant including using reasonable best efforts to (i) satisfy on a timely basis all terms, covenants and conditions set forth in the New Commitment Letter; (ii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the New Commitment Letter; (iii) enforce its rights under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord the New Commitment Letter; and (biv) Lender and its assigns will not be subject consummate the Alternate Financing at or prior to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)the Closing.

Financing. (a) Tenant agrees Subject to pay the terms and conditions of this Agreement, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter pursuant to the terms thereof (including any “market flex” provisions) including using its reasonable costs and expenses incurred best efforts to seek to enforce its rights with respect to funding under the Debt Commitment Letter in the event of a breach thereof by Landlord in connection with the purchasefinancing provider(s) thereunder. Parent shall not, leasing and initial financing without the Company’s prior written consent, permit any amendment, supplement, replacement or modification to be made to, or any waiver of any provision under, the Debt Commitment Letter if such amendment, supplement, replacement, modification or waiver (A) subject to Parent’s rights under Section 7.12(b) which shall not require the Company’s consent, reduces the aggregate amount of the Leased Premises includingcash proceeds from the Debt Financing or (B) imposes new or additional conditions to the initial funding or otherwise expands any of the conditions to the receipt of the Debt Financing, without limitationor otherwise expands, amends or modifies any other provision of the reasonable cost Debt Commitment Letter in a manner that would reasonably be expected to (x) delay or prevent the funding in full of appraisalsthe Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date, environmental reportsor (y) adversely affect the ability of Parent to enforce its rights with respect to funding against other parties to the Debt Commitment Letter or the definitive agreements with respect thereto (provided, title insurancethat Parent may amend the Debt Commitment Letter to add or replace lenders, surveyslead arrangers, legal fees bookrunners, syndication agents or similar entities so long as such action would not reasonably be expected to delay or prevent the Acceptance Time or the Closing). Parent shall promptly deliver to the Company true, complete and expenses and Lender’s commitment feecorrect copies of any such amendment, modification or replacement. (b) If Landlord desires Parent shall, and shall cause its Affiliates and Representatives to, use its reasonable best efforts (A) to maintain in effect the Debt Commitment Letter (provided that the Debt Commitment Letter may be amended, supplemented, replaced, modified or waived as provided in this Section 7.12), (B) to negotiate and enter into definitive agreements with respect to the Debt Commitment Letter (the “Debt Financing Agreements”) on the terms and conditions that are not materially less favorable to Parent than those contained in the Debt Commitment Letter, (C) to satisfy on a timely basis (or obtain the waiver of), and in a manner that will not impede the ability of the parties to consummate the Offer or refinance the Merger, all conditions to receipt of the full amount of the Debt Financing at the Closing set forth therein that are within its control or subject to its influence and, upon satisfaction of the conditions set forth in the Debt Commitment Letter, to consummate the Debt Financing at or prior to the Closing, (D) to comply with its obligations under the Debt Commitment Letter, and (E) to consummate the Debt Financing at or prior to the Effective Time. In the event that all conditions precedent expressly set forth in the Debt Commitment Letter have been or, upon funding of the Debt Financing will be, satisfied, Parent and Sub shall use their reasonable best efforts to enforce their rights with respect to funding under, and cause the Financing Sources, lenders and the other persons providing or committing to provide the Debt Financing to comply with their obligations with respect to funding under the Debt Commitment Letter and definitive financing agreements and to fund on or before the Effective Time the Debt Financing. Parent shall keep the Company informed on a current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing, and, promptly following request by the Company, provide to the Company copies of all executed Debt Financing Agreements. (c) Without limiting the foregoing, Parent agrees to notify the Company promptly, and in any Loanevent within two (2) Business Days, Tenant shall negotiate in good faith with Landlord concerning if at any request made time prior to the Closing Date (i) the Debt Commitment Letter is terminated for any reason, (ii) Parent becomes aware of any breach or default (A) by any Lender Financing Source party to the Debt Commitment Letter or proposed Lender for changes any Debt Financing Agreement or modifications (B) any other party to the Debt Commitment Letter or any Debt Financing Agreement if, in the case of this clause (B), such breach or default would reasonably be expected to affect the availability of the Debt Financing or (iii) a counterparty indicates in writing or orally that it will not provide, or it refuses to provide, all or any portion of the Debt Financing contemplated by the Debt Commitment Letter on the terms set forth therein. Parent shall promptly provide any information reasonably requested by the Company relating to any circumstances referred to in this LeaseSection 7.12(c). Parent shall not, nor shall it permit any of its Affiliates to, without the prior written consent of the Company, take any action or enter into any transaction that would reasonably be expected to materially impair, delay or prevent consummation of all or any portion of the Debt Financing. (d) Parent shall have the right to substitute the net cash proceeds received by Parent after the date hereof and prior to the Closing from consummated offerings or other incurrences of debt (including notes) by Parent for all or any portion of the Debt Financing by reducing commitments under the Debt Commitment Letter; provided that Tenant shall (v) such offering or other incurrence of debt does not be obligated result in a breach or default under, or violation of, the Debt Commitment Letter, (w) the aggregate amount of the Debt Financing committed under the Debt Commitment Letter following such reduction, together with other cash and cash equivalents available to agree Parent, is sufficient to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is pay all cash amounts required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires be paid in connection with the transactions contemplated by this Agreement, (x) the proceeds of such financingdebt offerings or other incurrences have been received by Parent in cash, including (y) Parent promptly notifies the Company of such substitution and reduction and (z) true, correct and complete copies of each material amendment or modification to the Debt Commitment Letter relating thereto will be promptly provided to the Company. If commitments under the Debt Commitment Letter have been reduced to zero in connection with the preceding sentence, the obligations of the Company and its Subsidiaries pursuant to Section 7.13 shall no longer be in effect. Further, Parent shall have the right to substitute commitments in respect of other financings for all or any subordination, non-disturbance and attornment agreement, portion of the Debt Financing from the same and/or alternative financing sources so long as the same aggregate amount of the Debt Financing, together with other cash and cash equivalents available to Parent, is sufficient to pay all cash amounts required to be paid in connection with the transactions contemplated by this Agreement and all conditions precedent to funding of such financing are, in respect of certainty of funding, equivalent to (or more favorable to the Company than) the conditions precedent set forth in the Debt Commitment Letter, to supplement or replace the Debt Financing (“Alternative Debt Financing”). True, correct and complete copies of each alternative financing commitment in respect of such Alternative Debt Financing (each, a “New Debt Commitment Letter”), together with all related fee letters and associated engagement letters (solely in the case of the fee letter, with only the fee amounts, pricing, “market flex” provisions and other economic terms that do not materially adversely affect the enforceability, availability or conditionality of, or the aggregate amount of proceeds available under, the Debt Financing contained therein redacted), will be promptly provided to the Company. In the event any rightNew Debt Commitment Letter is obtained, benefit or privilege (i) any reference in this Agreement to the “Debt Financing” shall include the debt financing contemplated by the Debt Commitment Letter as modified pursuant to clause (ii) below, (ii) any reference in this Agreement to the “Debt Commitment Letter” shall be deemed to include the Debt Commitment Letter which is not superseded by a New Debt Commitment Letter at the time in question and each New Debt Commitment Letter to the extent then in effect, and (iii) any reference in this Agreement to “fee letter” shall be deemed to include any fee letter relating to the Debt Commitment Letter that is not superseded by any New Debt Commitment Letter at the time in question and each fee letter relating to each New Debt Commitment Letter to the extent then in effect. (e) On the Closing Date, Parent shall provide all funds required to effect the repayment of Tenant all indebtedness under this Lease or materially increase Tenantthe Company Credit Agreement in full in accordance with the Company Credit Agreement, subject to compliance with Section 7.13(a)(vi). (f) Notwithstanding anything to the contrary contained herein, Parent’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will hereunder are not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to a condition regarding Parent’s or any counterclaimof its Affiliates’ obtaining funds to consummate the Offer, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held the Merger and the transactions contemplated by Lender)this Agreement.

Financing. (a) Tenant agrees Notwithstanding anything herein to the contrary, Parent and Merger Sub acknowledge and agree that obtaining the Financing or any Alternate Financing is not a condition to consummation of the Transactions, and that, irrespective and independently of the availability of the Financing or any Alternate Financing, Parent and Merger Sub shall be obligated to pay all reasonable costs for the tendered Shares and expenses incurred by Landlord in connection with consummate the purchaseMerger and the other Transactions as provided herein, leasing and initial financing subject to the satisfaction or waiver of the Leased Premises includingTender Offer Conditions or the conditions set forth in Article VI, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeas applicable. (b) If Landlord desires Each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and subject to the conditions described in the Financing Commitments, shall not, until after the Effective Time, permit, effect or refinance cause to be effected any Loanvoluntary or mandatory termination, Tenant prepayment or reduction in the aggregate amount of the Financing or the respective commitments contained in the Financing Commitments, and shall negotiate not permit any amendment or modification to be made to, or any waiver by Parent or Merger Sub of any provision or remedy under the Financing Commitments if such amendment, modification or waiver would (i) reduce the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount of the Financing) or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Financing in good faith a manner that, individually or in the aggregate with Landlord concerning other such amendments, modifications or waivers, would reasonably be expected to (A) have a Parent Material Adverse Effect or (B) delay or make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur or (C) adversely impact the ability of Parent or Merger Sub to enforce their rights against the other parties to the Financing Commitments or the definitive agreements with respect thereto; it being understood and agreed that, notwithstanding the foregoing provisions of this sentence, Parent or Merger Sub may reduce (through voluntary or mandatory terminations or otherwise) the aggregate amount of the Financing in connection with any request made cash received by Parent or Merger Sub from other sources (including by reason of a capital market or other financing transaction) that is available to satisfy the obligations of Parent or Merger Sub under this Agreement. Subject to the limitations set forth in Section 4.2(f), Parent and Merger Sub may replace or amend the Financing Commitments to add agents, co-agents, lenders, arrangers, joint bookrunners, managers or other entities that have not executed the Financing Commitments as of the date hereof, if the addition of such additional parties, individually or in the aggregate with other such additions, would not reasonably be expected to prevent, delay or impair the availability of the financing under the Financing Commitments or have a Parent Material Adverse Effect. Without limiting the foregoing, Parent and Merger Sub shall use their reasonable best efforts to (u) maintain in effect the Financing Commitments until the Offer, the Merger and the other Transactions are consummated, (v) satisfy (or have waived) all conditions and covenants applicable to Parent and Merger Sub in the Financing Commitments at or prior to the Acceptance Time or the Closing, as applicable, and otherwise comply with their obligations under the Financing Commitments, (w) enter into definitive agreements with respect to the Financing Commitments on the terms and subject to the conditions (including the flex provisions) contemplated by the Financing Commitments, (x) enforce their rights under the Financing Commitments, including any Lender rights to cause the Financing Sources and other Persons providing, on the terms and conditions set forth therein, the Financing to fund, on the day of the consummation of the Offer, the Merger or proposed Lender for changes the other Transactions, as applicable, the Financing contemplated to be funded on such day by the Financing Commitments (or modifications such lesser amount as may be required to consummate the Offer, the Merger and the other Transactions) and (y) consummate the Financing at or prior to consummation of the Offer, the Merger or the other Transactions, as applicable. Parent and Merger Sub shall keep the Company informed on a reasonably current basis in this Leasereasonable detail of the status of its efforts to arrange the Financing (or replacement thereof) as the Company may reasonably request, and shall give the Company prompt notice of any development with respect to the Financing that would reasonably be expected to have a Parent Material Adverse Effect; provided that Tenant in no event will Parent or Merger Sub be under any obligation to disclose any information that is subject to attorney-client or similar privilege if Parent and Merger Sub shall have used their reasonable best efforts to disclose such information in a way that would not waive such privilege. (i) If any portion of the Financing becomes unavailable on the terms and conditions (including the flex provisions) contemplated in the Financing Commitments, Parent shall use its reasonable best efforts to arrange and obtain alternative financing from alternative sources on terms and subject to the conditions that are no less favorable, in the aggregate, to Parent (taking into account the flex provisions set forth in the Financing Commitments) than those set forth in the Financing Commitments, in an amount sufficient to consummate the Offer, the Merger and the other Transactions as promptly as practicable following the occurrence of such event. (ii) Parent shall have the right from time to time to substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing source, in each case, in a manner not materially less beneficial to the Company, Parent and Merger Sub as compared to the Financing Commitments (and no less beneficial in terms of confidentiality or the aggregate amount of funds available under the Financing); provided, however, that any such financing arranged in accordance with this Section 5.13(b)(ii) shall be obligated subject to agree the same limitations that apply to the Financing Commitments as set forth in the first sentence of this Section 5.13(b). For purposes of this Agreement: (A) any financing arranged in accordance with Section 5.13(b)(i) above or this Section 5.13(b)(ii) shall be referred to as the “Alternate Financing”; (B) the term “Financing” shall be deemed to include the debt financing contemplated by the Financing Commitments as permitted to be amended or modified by this Section 5.13(b) and/or any Alternate Financing; and (C) the term “Financing Commitments” shall be deemed to include such Financing Commitments as permitted to be amended or modified by this Section 5.13(b) and/or any new commitment letter (the “New Financing Commitments”) entered into with respect to any change which increases Alternate Financing (it being understood and agreed that any Alternate Financing shall be subject to the terms and conditions hereof that apply to Financing Commitments). Parent and Merger Sub shall provide the Company with a copy of any New Financing Commitments obtained by Parent or Merger Sub in connection with an Alternate Financing as promptly as practicable following the execution thereof (other than fees and other information customarily redacted from such agreements). (c) Prior to the Acceptance Time, the Company shall (and shall cause its obligations hereunder Subsidiary to) provide to Parent and Merger Sub, and shall use reasonable best efforts to cause Representatives of the Company and its Subsidiary to provide to Parent and Merger Sub, all cooperation reasonably requested in writing by Parent and Merger Sub that is necessary in connection with the Financing, including using reasonable best efforts to, in each case to the extent reasonably requested: (i) cooperate with the marketing efforts of Parent and lenders for any material respect. In particularof the Financing, Tenant shall agreeincluding using reasonable best efforts to cause its Representatives to be available, during normal working hours and upon request of Landlordreasonable notice, to supply participate in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, and using its reasonable best efforts to ensure that any such Lender syndication effort benefits from any existing banking relationship; (ii) assist with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, road show presentations and similar documents necessary, proper or advisable in connection with the Financing; (iii) provide to Parent and Merger Sub, and use reasonable best efforts to cause Representatives of the Company and its Subsidiary to provide to Parent and Merger Sub all financial information regarding the Company and its Subsidiary required to be delivered pursuant to Section 2 of Exhibit B of the Financing Commitments or required in connection with the preparation of the Offering Documents referred to in Section 8 of Exhibit B of the Financing Commitments; (iv) obtain consent from its certified independent auditors to SEC filings and offering memoranda that include or incorporate Company consolidated financial information (with such notices changes as the Company and reasonable information as Tenant is required its auditors deem necessary or appropriate), in each case, to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if extent such consent is required, together with auditors’ reports and comfort letters with respect to financial information relating to the Company and its Subsidiary in customary form; (v) provide information regarding the Company and its Subsidiary reasonably required to assist in the preparation of pro forma financial statements by Parent and Merger Sub; provided that it is understood that assumptions underlying the pro forma adjustments to be made are the sole responsibility of Parent and/or Merger Sub; (vi) provide assistance in the preparation of definitive financing documents and providing any sources of Financing (subject to confidentiality) with reasonable access to the properties, books and records of the Company and its Subsidiary; (vii) provide other information regarding the Company and its Subsidiary reasonably required by Parent and Merger Sub in connection with preparation of the Offering Document referred to in Section 8 of Exhibit B of the Financing Commitments (it being understood that preparation of the Offering Document is the responsibility of Parent and Merger Sub); (viii) provide reasonable cooperation with the Financing Sources, other potential financing sources and their respective agents with respect to their due diligence, including access to documentation reasonably requested by persons in connection with capital markets transactions; and (ix) provide all documentation and other information required by any Governmental Entity with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and in any event at least five (5) days prior to the Acceptance Time. Notwithstanding the foregoing, (A) no obligation of the Company or its Subsidiary under any certificate, document or instrument executed pursuant to the foregoing shall be effective until the Acceptance Time (or such Lenderlater time set forth in such certificate, document or instrument), and neither the Company nor its Subsidiary nor any of its respective Representatives shall be required to take any action under any such certificate, document or instrument that is not contingent upon the consummation of the Offer (including the entry into any agreement that is effective before consummation of the Offer) or that would be effective prior thereto, (B) nothing herein shall require cooperation to the extent that such cooperation would interfere unreasonably with the business or operations of the Company or its Subsidiary and (C) neither the Company nor its Subsidiary shall be required to issue any offering or information document. Tenant The Company hereby consents to the use of the logos of the Company and its Subsidiaries in connection with the syndication or marketing of the Financing; provided that such logos are used in a manner that is not intended to harm or disparage the Company, its Subsidiaries or their marks; provided, further, that such logos are used solely in connection with a description of the Company, its business and products or the Transactions and shall provide not appear on the cover of any rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, road show presentations and similar documents used in connection with the Financing. Neither the Company nor its Subsidiary shall be required to bear any cost or expense or to pay any commitment or other similar fee or make any other consent payment in connection with the Financing or statement and shall execute any and of the foregoing prior to the Acceptance Time. Parent shall, promptly upon request by the Company, reimburse the Company for all other documents that such Lender requires reasonable out-of-pocket costs incurred by the Company or its Subsidiary in connection with such financingcooperation and indemnify and hold harmless the Company, its Subsidiary and their respective Representatives from and against any and all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the arrangement of the Financing (including any subordinationaction taken in accordance with this Section 5.13(c)) and any information utilized in connection therewith (other than historical information and other information relating to the Company or its Subsidiary provided by the Company in writing specifically for use in the Financing offering documents). Parent shall, nonpromptly upon request by the Company, reimburse the Company for all reasonable out-disturbance and attornment agreement, so long as of-pocket costs incurred by the same do not materially adversely affect any right, benefit Company or privilege of Tenant under its Subsidiary in connection with this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by LenderSection 5.13(c).

Financing. (a) Tenant agrees Subject to pay the terms and conditions of this Agreement, Purchaser shall use its reasonable best efforts to take, or cause to be taken, all reasonable costs actions and expenses incurred to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in or contemplated by Landlord in connection with the purchaseDebt Commitment Letter and shall not agree to any amendment or modification to be made to, leasing and initial financing or any waiver of any provision or remedy under the Debt Commitment Letter without the prior written consent of the Leased Premises includingCompany if such amendments, modifications or waivers would or would reasonably be expected to (x) reduce the aggregate amount of the Debt Financing below the amount contemplated in the Debt Commitment Letter or (y) impose new or additional conditions to the receipt of the Debt Financing (provided, that, for the avoidance of doubt, Purchaser may replace or amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities, if the addition of such additional parties, in the aggregate, would not prevent or materially delay or impair the availability of the financing under the Debt Commitment Letter). Purchaser shall keep the Seller Representatives reasonably informed of the status of Purchaser’s efforts to arrange the Debt Financing. Without limiting the generality of the foregoing, Purchaser shall give the Seller Representatives prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without limitationnotice, lapse of time or both, could reasonably be expected to give rise to any material breach or material default) by any party to the Debt Commitment Letter or definitive document related to the Debt Financing of which Purchaser becomes aware; (B) of the receipt of any written notice or other written communication from any party to the Debt Commitment Letter with respect to any breach, default, termination or repudiation by any party to the Debt Commitment Letter or any definitive document related to the Debt Financing or any provisions of the Debt Commitment Letter or any definitive document related to the Debt Financing; and (C) if Purchaser 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 or the definitive documents related to the Debt Financing. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Purchaser shall use its reasonable best efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement upon terms and conditions not less favorable, taken as a whole, to Purchaser (in the reasonable cost judgment of appraisalsPurchaser) than those in the Debt Commitment Letter as promptly as practicable following the occurrence of such event but no later than the Business Day immediately prior to the Closing Date. For the avoidance of doubt, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feein no event shall Purchaser be required to seek or obtain equity financing. (b) If Landlord desires Prior to obtain the Closing, the Company shall use reasonable best efforts and shall cause the Company Subsidiaries to use reasonable best efforts, and shall use its reasonable best efforts to cause its respective representatives to, provide to Purchaser, at Purchaser’s sole expense and in each case without undue hardship on or refinance interference to the Company or any LoanCompany Subsidiary, Tenant all reasonable cooperation reasonably requested by Purchaser that is necessary in connection with the Debt Financing or any alternative financing arranged by Purchaser in compliance with Section 6.6(a), including: (i) furnishing Purchaser and the Debt Financing sources and any alternative sources arranged by Purchaser in compliance with Section 6.6(a) all financial and other information relating to the Company and Company Subsidiaries as Purchaser shall negotiate reasonably request in good faith order to consummate the Debt Financing or any alternative financing arranged by Purchaser in compliance with Landlord concerning Section 6.6(a), including, if Purchaser is to pursue equity financing by way of a public offering of its share capital, all Company information, financial statements and financial data of the type required in registration statements on an applicable form by Regulation S-X and Regulation S-K under the Securities Act (subject to exceptions customary for private placements pursuant to an applicable exemption under the Securities Act) and of a type and form customarily included in private placements pursuant to an applicable exemption under the Securities Act for financings similar to the Debt Financing or any request made alternative financing arranged by Purchaser in compliance with Section 6.6(a) and subject to exceptions customary for such financings (including, to the extent applicable with respect to such financial statements, the report of the Company’s auditors thereon and related management discussion and analysis of financial condition and results of operations), (ii) using reasonable best efforts to help the financing sources benefit from the existing lending relationships of the Company and the Company Subsidiaries; (iii) participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Debt Financing or any Lender alternative financing arranged by Purchaser in compliance with Section 6.6(a) and senior management and representatives, with appropriate seniority and expertise, of the Company), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Debt Financing or proposed Lender any alternative financing arranged by Purchaser in compliance with Section 6.6(a); (iv) assisting with the preparation of materials for changes rating agency presentations, bank information memoranda, offering documents, private placement memoranda and similar documents required in connection with the Debt Financing or modifications any alternative financing arranged by Purchaser in this Leasecompliance with Section 6.6(a) (including requesting any consents of accountants for use of their reports in any materials relating to the Debt Financing or any alternative financing arranged by Purchaser in compliance with Section 6.6(a) and the delivery of one or more customary representation letters), (v) facilitating communications by Purchaser with existing lenders of the Company and the Company Subsidiaries; (vi) obtaining accountants’ comfort letters and legal opinions as reasonably requested by Purchaser and facilitating the pledging of collateral by Purchaser and in connection with the Debt Financing or any alternative financing arranged by Purchaser in compliance with Section 6.6(a), provided that Tenant including, executing and delivering any documents as may be reasonably requested by Purchaser (including a certificate of the financial director or another officer of similar standing of the Company with respect to solvency matters as of the Closing, on a pro forma basis); (vii) causing the taking of corporate actions (subject to the occurrence of the Closing) by the Company and the Company Subsidiaries reasonably necessary to permit the completion of the Debt Financing or any alternative financing arranged by Purchaser in compliance with Section 6.6(a); (viii) facilitating the execution and delivery at the Closing of definitive documents related to the Debt Financing on the terms contemplated by the Debt Commitment Letter or any alternative financing arranged by Purchaser in compliance with Section 6.6(a), and (ix) cooperating with consultants or others engaged to undertake field examinations and appraisals, including furnishing information to such persons in respect of accounts receivable, inventory and other applicable assets. (c) The Company hereby consents to the reasonable use by Purchaser prior to Closing of the Company’s and the Company Subsidiaries’ logos for the sole purpose of obtaining the Debt Financing or any alternative financing arranged by Purchaser in compliance with Section 6.6(a), which right to use shall not be obligated to agree licensed or assigned by Purchaser to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)third party.

Financing. (a) Tenant agrees The Purchaser shall, and shall cause its Affiliates to pay use reasonable best efforts to (i) take, or cause to be taken, all reasonable costs appropriate action, do, or cause to be done, all things necessary, proper or advisable (including accepting any terms and expenses incurred conditions required by Landlord the Lenders in connection with the purchaseDebt Commitment Letters and the Debt Financing Agreements that are commercially reasonable or reasonably consistent with market practices), leasing and initial financing execute and deliver, or cause to be executed and delivered, such definitive agreements, instruments and other documents (collectively, the “Debt Financing Agreements”), in each case, as may be required, to arrange the Financing as promptly as practicable after the date hereof on the terms and subject only to the conditions contained in the Debt Commitment Letters or on other terms acceptable to the Purchaser so long as the Debt Financing Agreements are in a form that is otherwise not reasonably likely to materially impair or delay the funding of the Leased Premises includingFinancing or the Closing, without limitation(ii) maintain in effect each of the Debt Commitment Letters and the Debt Financing Agreements, (iii) not permit any termination, amendment or modification to be made to, or any waiver of any provision under, or any replacement of, any Debt Commitment Letter, Debt Financing Agreement or any fee or other agreement relating thereto if such termination, amendment, modification, waiver or replacement (A) reduces the reasonable cost aggregate amount of appraisalsthe Financing to the extent the Purchaser would not be able to fund the Closing Date Payment and all fees, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeother amounts contemplated to be paid by the Purchaser on the Closing Date pursuant to this Agreement or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing, or otherwise expands, amends or modifies any other provision of any of the Debt Commitment Letters or the Debt Financing Agreements, in a manner that would reasonably be expected to (1) delay, prevent or make less likely the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (2) adversely impact the ability of the Purchaser to enforce its rights against other parties to the Debt Commitment Letters or the Debt Financing Agreements with respect thereto, (iv) satisfy on a timely basis all conditions applicable to the Purchaser or its Affiliates contained in the Debt Commitment Letters and the Debt Financing Agreements, (v) consummate the Financing contemplated by the Debt Commitment Letters and the Debt Financing Agreements at or prior to the Closing and (vi) in the event that all conditions in the Debt Commitment Letters and the Debt Financing Agreements have been satisfied, cause the Lenders to fund on or prior to the Closing Date the Financing required to consummate the transactions contemplated hereby. (b) If Landlord desires The Purchaser will keep the Seller apprised on a prompt and timely basis of all material developments or changes relating to obtain the Financing, the Debt Commitment Letters and the Debt Financing Agreements. In the event that any Debt Commitment Letter or refinance Debt Financing Agreement ceases to be in full force and effect at any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder time in any material respect, there are any material developments related to the Financing, or the Lenders indicate any unwillingness to provide the Financing, or for any reason the Purchaser otherwise no longer believes in good faith that it will be able to obtain the Financing, then the Purchaser will notify the Seller within one Business Day and use its reasonable best efforts to obtain replacement financing arrangements or commitment letters (the “Alternative Financing”) as soon as reasonably practicable from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement with terms and conditions, taken as a whole, not less favorable to the Purchaser (including conditions to closing of the Financing), than the terms and conditions set forth in each of the Original Debt Commitment Letters. In particularThe Purchaser shall deliver to the Seller complete and correct copies of all amendments, Tenant supplements, other modifications or agreements pursuant to which any amended, supplemented, modified or replacement commitments shall agreeprovide the Purchaser with any portion of the Financing; provided, upon request of Landlord, to supply that the Purchaser may redact from any such Lender with such notices copies the fee amounts payable to its Financing sources. The Purchaser will not, and reasonable information will not permit any of its Affiliates to, without the prior written consent of the Seller, take any action or enter into any transaction, including any merger, acquisition, joint venture, lease or other Contract or debt or equity financing that would reasonably be expected to materially impair, delay or prevent the Financing or result in a failure of any of the material conditions contained in the Debt Commitment Letters or the Debt Financing Agreements. (c) For purposes of this Agreement, the term (i) “Financing” shall be deemed to include the financing contemplated by the Original Debt Commitment Letters, as Tenant is required permitted by this Section 5.5 to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent be amended, modified or statement and shall execute any and all other documents that such Lender requires replaced, in connection with such financingan Alternative Financing or otherwise, including any subordination(ii) “Debt Commitment Letters” shall be deemed to include, non-disturbance and attornment agreementcollectively, so long each of the Original Debt Commitment Letters, as the same do not materially adversely affect any rightpermitted by this Section 5.5 to be amended, benefit modified or privilege of Tenant under this Lease replaced, in connection with an Alternative Financing or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord otherwise and (biii) Lender and its assigns will not “Debt Financing Agreements” shall be subject deemed to include any counterclaimdefinitive agreements, demand instruments or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held other documents entered into by Lender)the Purchaser pursuant to a Debt Commitment Letter.

Financing. (a) Tenant agrees Parent will use its reasonable best efforts to pay do all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Bank Commitment Letter (including using its reasonable costs best efforts (i) to satisfy (or obtain the waiver of) all conditions on a timely basis to obtaining the Financing applicable to Parent or its wholly owned subsidiary set forth in the Bank Commitment Letter that are within its control; and expenses incurred by Landlord (ii) to comply in connection all material respects with its obligations under the purchase, leasing and initial financing Bank Commitment Letter relating to the Financing (or obtain the waiver thereof)). Parent shall give Seller prompt notice upon becoming aware of any breach of the Leased Premises includingBank Commitment Letter that would reasonably be expected to prevent Parent from obtaining the Financing or would reasonably be expected to lead to termination of the Bank Commitment Letter. Parent shall keep Seller informed promptly and in reasonable detail of the status of its efforts to arrange the Financing and shall not permit any material amendment or modification to be made to, without limitationor any waiver of any material provision or remedy under, the Bank Commitment Letter if such amendment, modification or waiver can reasonably be expected to delay the consummation of the transactions contemplated hereby. If all conditions in the Bank Commitment Letter have been satisfied or, upon funding, will be satisfied, Parent shall use its reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feebest efforts to cause the Bank to fund on the Closing Date the Financing required to consummate the transactions contemplated hereby. (b) If Landlord desires Provided that the representations in Section 5.5(b) shall be true and correct after giving effect to such amendment, Parent and Buyer may amend the Bank Commitment Letter; provided that such amendment would not (i) impose new or additional conditions, or otherwise expand any conditions, to the receipt of the Financing, (ii) reasonably be expected to prevent, or materially delay or impair, the availability of the Financing or (iii) reasonably be expected to adversely impact the ability of Parent and/or Buyer to timely consummate the transactions contemplated by this Agreement. (c) Without limiting the generality of Section 6.14(a) and subject to amendments permitted by Section 6.14(b), Parent and Buyer shall use their reasonable best efforts to (i) maintain in effect the Bank Commitment Letter until the transactions contemplated by this Agreement are consummated, (ii) satisfy all conditions and covenants applicable to Parent, Buyer and the wholly owned subsidiary of Parent in the Bank Commitment Letter at or prior to the Closing and otherwise comply with its obligations thereunder, (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Bank Commitment Letter and (iv) consummate the Financing at or prior to the Closing. Without limiting the generality of Section 6.14(a), Parent and Buyer shall give the Seller prompt written notice: (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to the Bank Commitment Letter or definitive document related to the Financing of which Parent, Buyer or their respective Affiliates becomes aware; (ii) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential breach, default, termination or repudiation by any party to the Bank Commitment Letter or any definitive document related to the Financing or any provisions of the Bank Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to the Bank Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); or (iii) the occurrence of an event or development that Parent or Buyer believes would reasonably be expected to have a material and adverse impact on the ability of Parent or Buyer to obtain all or refinance any Loanportion of the Financing contemplated by the Bank Commitment Letter on the terms, Tenant shall negotiate in the manner or from the sources contemplated by the Bank Commitment Letter; provided, that in no event will Parent or Buyer be under any obligation to disclose any information that is subject to attorney-client or similar privilege. (d) If at any time prior to Closing Parent no longer believes in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Leasethat it will be able to obtain the Financing, provided that Tenant Parent shall not be obligated promptly notify Seller and shall use its reasonable best efforts to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request arrange all of Landlord, to supply any such Lender with portion of the contemplated Financing (excluding any amounts that are contemplated to be replaced by Parent’s cash on hand) from alternative sources (all or such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend portion from alternate sources, the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant “Alternate Financing”) which shall provide any other consent or statement for: (i) funds not less than the amount required for consummation of the transactions contemplated hereby and shall execute any and sufficient to satisfy all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase TenantParent’s obligations under this Lease. Such subordinationAgreement, nondisturbance and attornment agreement may require Tenant (ii) terms and conditions (other than with respect to confirm that (aamount) Lender not less beneficial in the aggregate to Parent and its assigns will not Affiliates than those set forth on Schedule 6.14(d). As used in this Agreement as the context may require, “Financing” shall also be liable for deemed to include any misrepresentationAlternate Financing. (e) Prior to the Closing, act Seller shall use its reasonable best efforts to cooperate in connection with the Financing, including to the extent requested by Parent or omission of Landlord the Bank, permitting agents and (b) Lender lenders under the Bank Commitment Letter and its assigns will not be their Representatives, during normal business hours, to inspect Business records and premises and consult with Business officers, Employees, counsel and agents with respect thereto, subject to any counterclaimcustomary arrangements for confidentiality that are mutually acceptable to such agents, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)lenders and Seller and provided that such inspections and consultations do not unreasonably interfere with the ongoing operations of the Business.

Financing. (a) Tenant Notwithstanding anything contained in this Agreement to the contrary, the Parent expressly acknowledges and agrees that the Parent's and Merger Sub's obligations hereunder are not conditioned in any manner upon the Parent or Merger Sub obtaining any financing. The Parent shall keep the Company apprised of all material developments or changes relating to the Financing Commitments and the Financing contemplated thereby. The failure, for any reason, of the Parent and the Merger Sub to have sufficient cash available on the Closing Date to pay all reasonable costs the Merger Consideration in accordance with Article II hereof and/or the failure to so pay the Merger Consideration on the Closing Date shall constitute a willful and expenses incurred by Landlord material breach of this Agreement. In addition, for the avoidance of doubt, the existence of any conditions contained in connection with the purchaseFinancing Commitments or the Financing (including the Equity Contribution Agreement) shall not constitute, leasing and initial financing nor be construed to constitute, a condition to the consummation of the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feetransactions contemplated by this Agreement. (b) If Landlord desires The Parent shall use its best reasonable efforts to obtain take, or refinance any Loancause to be taken, Tenant shall negotiate all actions, and to do, or cause to be done, all things necessary, proper or advisable to arrange, and close upon concurrently with the Closing, the Debt Financing on the terms and conditions described in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, comparable to the Debt Financing Commitment (provided that Tenant shall the Parent may terminate and replace or amend the Debt Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request executed the Debt Financing Commitment as of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent date hereof or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, otherwise so long as the same do terms would not materially adversely affect any right, benefit impact the ability of the Parent to consummate the transactions contemplated by this Agreement or privilege of Tenant under this Lease otherwise prevent or materially increase Tenant’s obligations under delay or materially impair the consummation of the transactions contemplated hereby) including using its reasonable best efforts to (i) maintain in effect the Debt Financing Commitment, (ii) satisfy on a timely basis all conditions applicable to the Parent or Merger Sub to obtaining the Debt Financing, (iii) enter into definitive agreements with respect thereto on terms and conditions contemplated by the Debt Financing Commitment or any replacement commitments or on other terms that would not adversely impact the ability of the Parent to consummate the transactions contemplated by this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord Agreement and (biv) Lender consummate the Debt Financing at or prior to Closing. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment, the Parent shall use its assigns will not be reasonable best efforts to arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the transaction contemplated by this Agreement as promptly as practicable following the occurrence of such event. The Parent shall give the Company prompt notice of any material breach of the Debt Financing Commitment of which the Parent becomes aware or any termination of the Debt Financing Commitment. The Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of the efforts to arrange the Debt Financing and provide copies of all documents related to the Debt Financing (other than any ancillary documents subject to confidentiality agreements) to the Company. (c) The Parent shall use its best reasonable 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, and close upon concurrently with the Closing, the Equity Financing on the terms and conditions described in or comparable to the Equity Contribution Agreement (provided that the Parent may, subject to the terms of the Equity Contribution Agreement, terminate and replace or amend the Equity Contribution Agreement to add lenders, lead arrangers, bookrunners, syndication agents, or similar entities who had not executed the Equity Contribution Agreement. As of the date hereof or otherwise so long as the terms would not adversely impact the ability of the Parent to consummate the transactions contemplated by this Agreement or otherwise prevent or materially delay or materially impair the consummation of the transactions contemplated hereby) including using its reasonable best efforts to (i) maintain in effect the Equity Contribution Agreement, (ii) satisfy on a timely basis all conditions applicable to the Parent or Merger Sub to obtaining the Equity Financing, (iii) enter into definitive agreements with respect thereto on terms and conditions contemplated by the Equity Contribution Agreement or any counterclaimreplacement commitments or on other terms that would not adversely impact the ability of the Parent to consummate the transactions contemplated by this Agreement and (iv) consummate the Equity Financing at or prior to Closing. If any portion of the Equity Financing becomes unavailable on the terms and conditions contemplated in the Equity Contribution Agreement, demand the Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the transaction contemplated by this Agreement as promptly as practicable following the occurrence of such event. The Parent shall give the Company prompt notice of any material breach of the Equity Contribution Agreement of which the Parent becomes aware or offsets which Tenant any termination of the Equity Contribution Agreement. The Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of the efforts to arrange the Equity Financing and provide copies of all documents related to the Equity Financing (other than any ancillary documents subject to confidentiality agreements) to the Company. (d) The Company shall, and shall cause the Company Subsidiaries to, at the Parent's sole expense (and provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Subsidiaries) use its and their reasonable best efforts to provide such cooperation as may have against Landlord be reasonably requested by the Parent in connection with the Financings, including using reasonable best efforts to (except for i) cause appropriate officers and employees to be available, on a customary basis and upon reasonable notice, to meet (including in Australia) with ratings agencies and prospective lenders and investors in presentations, meetings, and due diligence sessions, (ii) assist with the preparation of disclosure documents in connection therewith, (iii) provide financing sources with reasonable access to the properties, books and records of the Company and Company Subsidiaries, execute and deliver any Escrow Payments customary pledge or Net Award actually held security documents or other customary definitive financing documents and certificates as may be reasonably requested by Lender)the Parent, and (iv) direct its independent accountants and counsel to provide customary and reasonable assistance to the Parent.

Financing. (a) Tenant agrees Parent shall not agree to pay any amendment or modification to, or grant any waiver of, any provision under the Commitment Letter without the prior written consent of the Company if such amendment, modification or waiver would (i) impose additional conditions to the receipt of the Financing on the Closing Date, or otherwise amend or modify any such conditions in a manner that is adverse in any material respect to Parent or the Company, (ii) individually or in the aggregate with all reasonable costs other amendments, modifications or waivers to the Commitment Letter, reasonably be expected to prevent or make less likely to occur the funding of the commitments thereunder on the Closing Date or (iii) reduce the aggregate amount of the available commitments thereunder other than to the extent the representations set forth in Section 4.07(c) would continue to be true after giving effect thereto (the foregoing clauses (i) through (iii), the “Prohibited Changes”); provided that, without the consent of the Company, Parent may amend (it being understood that no such amendment shall constitute a Prohibited Change) the Commitment Letter to add additional lenders, arrangers, bookrunners and expenses incurred agents or to implement or exercise any of the “market flex” provisions contained in any Fee Letter. Notwithstanding the foregoing or any provision of this Agreement to the contrary, Parent shall be entitled to replace the Commitment Letter by Landlord in connection entering into definitive documentation with respect to the Financing on or prior to the Closing so long as such definitive documentation is on terms and conditions consistent with the purchase, leasing Commitment Letter and initial financing of the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feewould not result in Prohibited Changes. (b) Parent will use its reasonable best efforts to consummate the Financing on the terms and subject to the conditions set forth in the Commitment Letter, including, prior to the consummation of the Financing in an aggregate amount that is sufficient (taken together with any cash available to Parent) for the representation set forth in Section 4.07(c) to continue to be true, using its reasonable best efforts to (i) maintain in effect the Commitment Letter (including any definitive documentation entered into in connection therewith), (ii) satisfy all conditions in the Commitment Letter (including any definitive documentation entered into in connection therewith) applicable to Parent and Merger Sub to obtaining the Financing thereunder as promptly as practicable (taking into account the expected timing of the Effective Time) (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 comply with its obligations or the accuracy of any of its representations under this Agreement), (iii) as promptly as practicable (taking into account the expected timing of the Effective Time), negotiate, execute, and deliver definitive documentation with respect to the Financing contemplated by the Commitment Letter on the terms and subject to the conditions contemplated by the Commitment Letter (or on terms not less favorable to Parent and Merger Sub than the terms and conditions (including market flex provisions) set forth in the Commitment Letter and related Fee Letter), and (v) subject to the satisfaction of the conditions set forth in the Commitment Letter and Sections 6.01 and 6.02, cause the Financing Sources party thereto to fund the Financing thereunder on or prior to the Closing Date. If Landlord desires any portion of the Financing otherwise becomes unavailable, and such portion is reasonably required to fund the aggregate Per Share Merger Consideration and all fees and expenses payable by Parent and Merger Sub in connection with the transactions contemplated by this Agreement, Parent and Merger Sub will use their reasonable best efforts to arrange to obtain in replacement thereof alternative financing from alternative sources in an amount sufficient to pay the aggregate Per Share Merger Consideration and such fees and expenses payable by Parent and Merger Sub. Notwithstanding anything in this Section 5.15 to the contrary, solely to the extent the representations set forth in Section 4.07(c) shall continue to be true, Parent will have the right to substitute the proceeds of consummated equity securities issuances or refinance equity linked, convertible, exchangeable or other debt securities issuances or other incurrences of debt for all or any Loanportion of the amount contemplated to be provided by the Bridge Financing contemplated by the Bridge Commitment Letter and may reduce the amount of the commitments thereunder. Any reference in this Agreement to the “Financing” will include the Bridge Financing and any such alternative, Tenant replacement or substitute financing, any reference in this Agreement to the “Commitment Letter” will include the Bridge Commitment Letter and the commitment letter, if any, and the corresponding fee letter with respect to any such alternative financing or such replacement financing. (c) Upon the Company’s reasonable request, Parent will keep the Company reasonably informed on a reasonably current basis of the status of Parent’s and Merger Sub’s efforts to arrange the Financing and to satisfy the conditions thereof, including, upon the Company’s reasonable request, advising and updating the Company, in a reasonable level of detail, with respect to status of definitive documentation for the Financing and any funding thereof. Parent shall negotiate give the Company prompt written notice (i) of any material breach or default, repudiation, or termination of any provisions of the Commitment Letter or definitive documentation relating to the Financing (other than, in the case of the commitments with respect to the Bridge Financing or the Bridge Financing, in accordance with the terms thereof), in each case, by any party thereto, of which Parent becomes aware or (ii) if for any reason Parent determines in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns it will not be liable for able to obtain all or any misrepresentation, act portion of the Bridge Financing under the Bridge Commitment Letter on the Closing Date (other than as a result of a reduction in accordance with the terms thereof). (d) In no event shall the receipt or omission availability of Landlord and any funds or financing (bincluding the Financing) Lender and by or to Parent or any of its assigns will not Affiliates or any other financing transaction be subject a condition to any counterclaimof the obligations of Parent or Merger Sub hereunder, demand it being understood that nothing in this Section 5.15(d) is intended to limit (i) the provision of the Required Information pursuant to Section 2.02 or offsets which Tenant may have against Landlord (except for ii) any Escrow Payments condition contained in Section 6.01 or Net Award actually held by Lender)6.02.

Financing. (a) Tenant agrees Subject to pay all the terms and conditions of this Agreement, prior to Closing, Parent shall use, and shall cause its Affiliates to use, commercially reasonable costs and expenses incurred by Landlord in connection with efforts to obtain the purchase, leasing and initial financing proceeds of the Leased Premises includingPIPE Investment on the terms and conditions described in the Subscription Agreements, without limitationincluding using reasonable best efforts to (i) satisfy (or, if deemed advisable by Parent, obtain the reasonable cost waiver of) on a timely basis all conditions in the Subscription Agreements that are within its control (including payment of appraisals, environmental reports, title insurance, surveys, legal all fees and expenses expenses) and Lender’s commitment feecomply with its obligations thereunder, (ii) maintain in effect the Subscription Agreements in accordance with their terms and (iii) diligently enforce all of its rights under the Subscription Agreements (and any definitive agreements related thereto), including to commence or pursue litigation for the purposes of enforcing the obligations of the PIPE Investors to fund the PIPE Investment. Parent shall not and shall cause its Affiliates not to take or refrain from taking, directly or indirectly, any action that could reasonably be expected to result in a default under or failure of any of the conditions contained in, or materially impair, delay or prevent consummation of the PIPE Investment contemplated by the Subscription Agreement. Parent shall give the Company prompt notice of any material breach by any party to the Subscription Agreements of which Parent has become aware or any termination (or alleged or purported termination in writing) of any Subscription Agreements. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to obtain the proceeds of the PIPE Investment and shall not permit any amendment or modification to, or any waiver of any provision or remedy under, any Subscription Agreement without the prior written consent of the Company; provided, that any amendment, modification or waiver that is solely ministerial in nature or otherwise immaterial and does not affect any economic or any other material term of a Subscription Agreement shall not require the prior written consent of the Company. (b) If Landlord desires Subject to the terms and conditions of this Agreement, prior to Closing, the Company shall cause Xxxxxxx to use reasonable best efforts to obtain or refinance the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letter (subject to any Loan“market flex” provisions contained in the Debt Fee Letter), Tenant shall including using reasonable best efforts to (i) negotiate definitive agreements with respect to the Debt Financing (the “Definitive Debt Agreements”) consistent with the terms and conditions contained in good faith the Debt Commitment Letter, (ii) satisfy on a timely basis all conditions in the Debt Commitment Letter that are within its control and comply with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications its obligations thereunder, (iii) maintain in this Leaseeffect the Debt Commitment Letter and Debt Fee Letter in accordance with their terms and (iv) diligently enforce all of its rights under the Debt Commitment Letter and Debt Fee Letter, provided provided, however, that Tenant the Company, Xxxxxxx and their Affiliates shall not be obligated required to agree commence or pursue litigation, and neither Parent nor Merger Sub shall have any right to compel the Company, Xxxxxxx or their Affiliates to commence or pursue litigation, to enforce the obligations of the Debt Financing Sources to fund the Debt Financing. The Company shall not and shall cause its Affiliates not to take or refrain from taking, directly or indirectly, any change action that could reasonably be expected to result in a default under or failure of any of the conditions contained in, or materially impair, delay or prevent consummation of the Debt Financing contemplated by the Debt Commitment Letter or in any Definitive Debt Agreement related to the Debt Financing. (c) The Company shall give Parent prompt notice of any material breach by any party to the Debt Commitment Letter of which increases the Company has become aware or any termination (or alleged or purported termination in writing) of the Debt Commitment Letter. The Company shall keep Parent informed on a reasonably current basis in reasonable detail of the status of its obligations hereunder efforts to obtain the proceeds of the Debt Financing and shall not permit any amendment or modification to, or any waiver of any material provision or remedy under, the Debt Commitment Letter entered into at or prior to the date hereof if such amendment, modification, waiver or remedy (i) would materially delay the occurrence of the Closing, (ii) reduces the aggregate amount of the Debt Financing, or (iii) adds or imposes new conditions or amends the existing conditions to the drawdown of the Debt Financing, in each case, in any material respect. In particular. (d) Prior to the earlier of the Closing and the valid termination of this Agreement pursuant to its terms, Tenant shall Parent and Merger Sub agree, upon request of Landlordand Parent and Merger Sub shall cause its appropriate officers and employees, to supply any such Lender use reasonable best efforts to cooperate in connection with such notices the arrangement of the Debt Financing (including the satisfaction of the conditions precedent set forth in the Debt Commitment Letter that are within its control) as may be reasonably requested by the Company and Xxxxxxx, including by (i) participating in (including making appropriate officers available for) a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with rating agencies at mutually agreeable times and locations and upon reasonable advance notice, (ii) assisting with the preparation of customary marketing materials, rating agency presentations and offering documents (including a public side version), (iii) executing and delivering customary management authorization letters and confirmations to the Debt Financing Sources authorizing the distributions of information to prospective lenders and containing customary representations to the Debt Financing Sources in connection with the marketing of the Debt Financing, (iv) furnishing the Company and Xxxxxxx at least three Business Days prior to the Closing Date (to the extent requested at least ten Business Days prior to the Closing Date), with all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, (v) cooperating reasonably with the Debt Financing Sources’ due diligence, to the extent customary and reasonable information and (vi) reasonably cooperating with the marketing and syndication efforts of Xxxxxxx and the Debt Financing Sources. (e) Prior to the earlier of the Closing and the valid termination of this Agreement pursuant to its terms, the Stockholder Representative and the Company agree, and the Company shall cause each Group Company and its and their appropriate officers and employees, to use reasonable best efforts to cooperate in connection with the arrangement of the PIPE Investment (including the satisfaction of the conditions precedent set forth in the Subscription Agreements) as Tenant is may be reasonably requested by Parent, including by (i) participating in (including making appropriate officers of the Company and its subsidiaries available for) a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with rating agencies at mutually agreeable times and locations and upon reasonable advance notice and (ii) assisting with the preparation of customary materials for actual and potential PIPE Investors, rating agency presentations and private placement memoranda required in connection with the PIPE Investment. Notwithstanding the foregoing, (A) such requested cooperation shall not unreasonably interfere with the ongoing operations of any Group Company, (B) no Group Company shall be required to give pay any commitment or other similar fee or incur any other Liability or obligation in connection with the PIPE Investment prior to Landlord hereunder the Closing, (C) no Group Company nor any of their respective officers, directors, or employees shall be required to execute or enter into or perform any agreement with respect to the PIPE Investment that is not contingent upon the Closing or that would be effective prior to the Closing (other than any customary management representation and authorization letter in connection with marketing materials contemplated by the Financing) and (D) Persons who are on the board of directors or the board of managers (or similar governing body) of any Group Company prior to extend the rights Closing in their capacity as such shall not be required to pass resolutions or consents to approve or authorize the execution of Landlord hereunder the PIPE Investment. Nothing contained in this Section 6.17 or otherwise shall require any Group Company, prior to the Closing, to be an issuer or other obligor with respect to the PIPE Investment. (f) None of the Stockholder Representative, the Group Companies, their Affiliates or any of their respective Representatives shall be required to take any action that would subject such Lender and Person to consent actual or potential liability, to such financing if such consent is requested by such Lender. Tenant shall bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any other consent indemnity in connection with the PIPE Investment or statement their performance of their respective obligations in connection with the PIPE Investment under this Section 6.17 or any information utilized in connection therewith. Parent shall indemnify and shall execute hold harmless the Stockholder Representative, the Group Companies, their Affiliates and their respective Representatives from and against any and all other documents that such Lender requires Loss suffered or incurred by them in connection with such financingthe arrangement of the PIPE Investment and the performance of their respective obligations in connection with the PIPE Investment under this Section 6.17 and any information utilized in connection therewith, including for any subordination, non-disturbance and attornment agreement, so long as of the foregoing except to the extent the same do is the result of (i) claims based upon the accuracy of any historical information provided by or on behalf of the Stockholder Representative, any Group Company or their respective Affiliates and Representatives expressly for use in connection with the arrangement of the PIPE Investment or (ii) the gross negligence, willful misconduct or fraud committed by or on behalf of the Stockholder Representative, any Group Company or their respective Affiliates and Representatives. (g) The Company shall, and the Company shall cause the Company Subsidiaries to, take all such actions as are appropriate to effect the Refinancing, the Trust Preferred Redemption and the Junior Debenture Redemption (as such terms are defined in the Debt Commitment Letter) on the Closing Date. The Company shall, and the Company shall cause the Company Subsidiaries to, deliver all customary notices and take all other reasonably necessary actions to facilitate the termination on the Closing Date of all commitments in respect of the Existing Credit Agreements, the repayment in full on the Closing Date of all obligations in respect of such Indebtedness, and the release on the Closing Date of any Liens securing such Indebtedness and guarantees in connection therewith. In furtherance and not materially adversely affect any rightin limitation of the foregoing, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender the Company and its assigns will not be liable Subsidiaries shall use reasonable best efforts to deliver to Parent prior to the Closing executed payoff letters with respect to Existing Credit Agreements (each, a “Payoff Letter”) in form and substance customary for transactions of this type, from the applicable agents on behalf of the persons to whom such Indebtedness is owed, which Payoff Letters together with any misrepresentationrelated release documentation shall, act or omission among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection with the Existing Credit Agreements relating to the assets, rights and properties of Landlord and (b) Lender the Company and its assigns will not Subsidiaries securing or relating to such Indebtedness, shall, upon the payment of the amount set forth in the applicable Payoff Letter at or prior to the Effective Time, be released and terminated. The obligations of the Company pursuant to this Section 6.17(g) shall be subject to Parent or Merger Sub providing or causing to be provided all funds required to effect all such repayments at or prior to the Effective Time; provided that, no such repayment shall be required to be made prior to the Effective Time. (h) None of Parent, Merger Sub, their Affiliates or any counterclaimof their respective Representatives shall be required to take any action that would subject such Person to actual or potential liability, demand to bear any cost or offsets which Tenant may have expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the Debt Financing or their performance of their respective obligations in connection with the Debt Financing under this Section 6.17 or any information utilized in connection therewith. The Company shall indemnify and hold harmless Parent, Merger Sub, their Affiliates and their respective Representatives from and against Landlord (except any and all Loss suffered or incurred by them in connection with the arrangement of the Debt Financing and the performance of their respective obligations in connection with the Debt Financing under this Section 6.17 and any information utilized in connection therewith, for any Escrow Payments of the foregoing except to the extent the same is the result of (i) claims based upon the accuracy of any historical information provided by or Net Award actually held on behalf of Parent, Merger Sub or their respective Affiliates and Representatives expressly for use in connection with the arrangement of the Debt Financing or (ii) the gross negligence, willful misconduct or fraud committed by Lender)or on behalf of Parent, Merger Sub or their respective Affiliates and Representatives.

Financing. (a) Tenant agrees Parent shall use its reasonable best efforts to pay all obtain, or cause to be obtained, the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using its reasonable costs best efforts to: (i) maintain in effect the Commitment Documents, (ii) negotiate and expenses incurred by Landlord in connection enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the purchaseterms and conditions contained therein or on other terms that are no less favorable to Parent than those contained in the Debt Commitment Letter, leasing and initial financing of (iii) satisfy on a timely basis all conditions applicable to Parent to obtaining the Leased Premises includingDebt Financing that are within the Parent’s control. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), without limitation, Parent shall use its reasonable best efforts to timely cause the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeLenders to fund the Debt Financing at the Closing. (b) If Landlord desires Parent shall not, without the prior written consent of the Sellers Representative: (i) terminate the Debt Commitment Letter, unless the Debt Commitment Letter is replaced in a manner consistent with the following clause (ii); or (ii) permit any amendment or modification to, or any waiver of, any provision or remedy under, or replace, the Debt Commitment Letter if such amendment, modification, waiver, or replacement (A) would (1) add any new condition to obtain the Debt Financing Commitment (or refinance modify any Loanexisting condition in a manner materially adverse to Parent) that would be reasonably expected to materially and adversely affect (including with respect to timing)) the ability of Parent to consummate the transactions contemplated by this Agreement and the Transaction Documents, Tenant shall negotiate in good faith with Landlord concerning any request made or (2) be reasonably expected to make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing materially less likely to occur, (B) reduces the aggregate amount of the Debt Financing to an amount such that the transactions contemplated hereby or by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall the Transaction Documents could not be obligated consummated or (C) would reasonably be expected to agree prevent, impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement and the Transaction Documents; provided, that, notwithstanding the foregoing, it is hereby understood and agreed that Parent may amend the Debt Commitment Letter to any change which increases its obligations hereunder add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date hereof and provide such lenders, lead arrangers, bookrunners, syndication agents or similar entities with consent rights with respect to existing conditions to the consummation of the Debt Financing to the extent that the commitments in any material respect. In particular, Tenant shall agree, upon request the aggregate of Landlord, the lenders to supply provide the Debt Financing are not reduced as a result of any such Lender with such notices and reasonable information as Tenant is required amendment. Parent shall promptly deliver to give to Landlord hereunder and to extend the rights Sellers Representative copies of Landlord hereunder to any amendment, modification, waiver or replacement of any Debt Financing Commitment or of any fee or other letter or agreement relating thereto. Upon any such Lender amendment, supplement, modification or replacement of the Debt Financing Commitment in accordance with this SECTION 4.13(b), the terms “Debt Financing Commitment”, “Debt Financing” and to consent “Debt Commitment Letter” shall mean the “Debt Financing Commitment”, “Debt Financing” and “Debt Commitment Letter” as so amended, supplemented, modified or replaced and the term “Lenders” shall mean the lenders party to such financing if such consent is requested by such Lender. Tenant shall provide any other consent Debt Commitment Letter as so amended, supplemented, modified or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)replaced.

Financing. (a) Tenant agrees During the period commencing on the date of this Agreement and terminating on the earlier to pay all reasonable costs and expenses incurred by Landlord in connection with the purchase, leasing and initial financing occur of the Leased Premises includingClosing and the termination of this Agreement pursuant to Article VIII, Parent shall not without limitationthe prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) permit any amendment, supplement, replacement or other modification to be made to, or any consent or waiver of any provision or remedy pursuant to, the reasonable cost Commitment Letter if such amendment, supplement, replacement, modification, condition or waiver would, or would reasonably be expected to, (i) reduce the aggregate amount of appraisalsthe Financing from that contemplated in the Commitment Letter; (ii) impose new or additional conditions or other terms or otherwise expand, environmental reportsamend or modify any of the conditions to the receipt of the Financing as set forth in the Commitment Letter or any other terms to the Financing as set forth in the Commitment Letter in a manner that would reasonably be expected to (A) materially delay, title insuranceimpede or prevent the consummation of the transactions contemplated by this Agreement; (B) make the timely funding of the Financing, surveysor the satisfaction of the conditions to obtaining the Financing, legal fees less likely to occur in any respect; or (C) adversely impact the ability of Parent or the Company to enforce its rights against the Financing Sources under the Commitment Letter or the definitive agreements with respect thereto; provided however, for the avoidance of doubt, Parent may (x) amend, supplement and/or modify the Commitment Letter solely to add lenders, syndication agents or similar entities as parties thereto who had not executed the Commitment Letter as of the date hereof and expenses and Lender’s commitment fee(y) correct non-substantive typographical errors, in each case, so long as the commitments of the Financing Sources are not reduced. Parent shall furnish to the Company a copy of any amendment, restatement, replacement, supplement, modification, waiver or consent of or relating to the Commitment Letter promptly upon execution thereof. Parent shall not release or consent to the termination of the Commitment Letter or the termination or reduction of any commitments provided thereunder. (b) If Landlord desires During the period commencing on the date hereof and terminating on the earlier to occur of the Closing and the termination of this Agreement pursuant to and in accordance with Article VIII, Parent will use its reasonable best efforts to take or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to arrange and obtain the Financing on the terms and conditions described in the Commitment Letter, including using its reasonable best efforts to (i) maintain in effect the Commitment Letter in accordance with its terms and subject to the conditions thereof (subject to Parent’s right to replace, restate, supplement, modify, assign, substitute or refinance amend the Commitment Letter in accordance with this Section 6.15), (ii) satisfy on a timely basis (or obtain the waiver thereof) all conditions to funding that are to be satisfied by Parent in the Commitment Letter; (iii) in the event that all conditions in the Commitment Letter (other than conditions that by their nature are to be satisfied at the Closing) have been satisfied (other than those conditions that would be expected to be satisfied substantially concurrently with the Closing) consummate or cause to be consummated the Financing at or prior to the Closing; (iv) comply with its obligations pursuant to the Commitment Letter; and (v) enforce its rights pursuant to the Commitment Letter, including seeking specific performance against the Financing Sources. (c) Parent shall (i) keep the Company fully informed on a reasonably current basis of the status of its efforts to arrange the Financing, and (ii) promptly provide the Company with copies of all executed definitive agreements related to the Financing. Without limiting the generality of the foregoing, Parent shall give the Company prompt written notice (but in any Loanevent not later than two Business Days after the occurrence or discovery thereof) (i) of any breach (or threatened breach), Tenant shall negotiate in good faith default (or any event or circumstance that, with Landlord concerning notice or lapse or time or both, could reasonably be expected to give rise to any request made breach or default), termination or repudiation by any Lender party to the Commitment Letter or proposed Lender for changes definitive agreements related to the Financing of which Parent becomes aware, (ii) of the receipt by Parent of any notice or modifications other communication from any Person with respect to any (A) actual or potential breach, default (or any event or circumstance that, with notice or lapse or time or both, could reasonably be expected to give rise to any breach or default), termination or repudiation by any party to the Commitment Letter, of any provisions thereof or of any definitive agreements related to the Financing or (B) material dispute or disagreement between or among Parent on the one hand, and any of the Financing Sources on the other hand, that could reasonably be expected to result in an actual or threatened breach, default, termination or repudiation by any party to the Commitment Letter, or any provision thereof, or (iii) of the occurrence of any event or development that is reasonably likely to prevent, materially delay or materially impede the timely funding of all or any portion of the Financing or the satisfaction of the conditions to obtaining the Financing materially less likely to occur. Upon the reasonable request of the Company, Parent shall provide the Company information in reasonable detail about the status of its efforts to arrange the Financing. (d) Parent expressly acknowledges and agrees that, notwithstanding anything in this LeaseAgreement to the contrary, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particularhereunder, Tenant shall agreeincluding its obligation to consummate the Closing, upon request are not subject to, or conditioned on, receipt of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide Financing or any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender).

Financing. (a) Tenant Parent and Merger Sub shall use their respective commercially reasonable 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 consistent with the terms specified and described in the Commitment Letter delivered to the Company by Parent and otherwise on terms reasonably acceptable to Parent, including using commercially reasonable efforts to (i) maintain in effect the Commitment Letter, (ii) satisfy on a timely basis all conditions applicable to Parent to obtaining the Financing set forth therein, (iii) enter into definitive agreements with respect thereto on or before the Closing Date on the terms and conditions contemplated by the Commitment Letter or on such other terms as Parent reasonably determines, in good faith, are substantially comparable or more favorable to Parent and (iv) consummate the Financing at or prior to Closing. Between the date of this Agreement and the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), take any action or intentionally omit to take any action that would, or would be reasonably likely to, result in any of the conditions to the Financing (or alternative financing pursuant to this Section 5.11) not being satisfied. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, Parent shall use its commercially reasonable efforts to arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement on terms Parent determines reasonably acceptable to Parent as promptly as practicable following the occurrence of such event. At the Company’s request, Parent shall keep the Company reasonably informed with respect to all material activity concerning the status of the Financing and shall give the Company prompt notice of any material adverse change with respect to the Financing. Without limiting the foregoing, Parent agrees to pay all reasonable costs notify the Company promptly, and expenses incurred by Landlord in connection with any event within two (2) business days, if at any time prior to the purchase, leasing and initial Closing Date (i) any Commitment Letter shall expire or be terminated for any reason or (ii) any financing source that is a party to any Commitment Letter notifies Parent that such source no longer intends to either provide or underwrite financing to Parent on the material terms set forth therein. To the extent any solvency opinion or officer’s certificate regarding solvency is delivered to either of the Leased Premises includingCo-Agents (as defined in the Commitment Letter) under the Commitment Letter or other lenders pursuant to an alternate debt financing arrangement, without limitation, then Parent shall provide a copy of such solvency opinion or officer’s certificate to the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees Company and expenses and Lender’s commitment feethe Company Board. (b) If Landlord desires The Company agrees to obtain provide, and will cause its Subsidiaries and its and their respective directors, officers, employees and advisors to provide, all cooperation reasonably necessary in connection with the arrangement of Financing to be consummated prior to or refinance contemporaneously with the Effective Time in respect of the transactions contemplated by this Agreement, including participation in meetings and due diligence sessions, the provision of Company-specific information necessary for the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, and the execution and delivery of any Loancommitment letters, Tenant shall negotiate underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, audited and unaudited financial statements, comfort letters of accountants and legal opinions as may be reasonably requested by Parent or Merger Sub, and taking such other actions as are reasonably required to be taken by the Company in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Leasethe Commitment Letter; provided, provided that Tenant the Company and its Subsidiaries shall not be obligated to agree to incur any change which increases its obligations hereunder in indebtedness under any material respectsuch agreement or instruments until the Effective Time. In particularParent shall, Tenant shall agree, promptly upon request of Landlordby the Company, to supply any such Lender with such notices and reimburse the Company for all reasonable information as Tenant is required to give to Landlord hereunder and to extend out-of-pocket costs incurred by the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent Company or statement and shall execute any and all other documents that such Lender requires its Subsidiaries in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)cooperation.

Financing. (a) Tenant agrees Subject to pay all the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its commercially reasonable costs efforts to obtain the Financing on the terms and expenses incurred by Landlord conditions described in connection with the purchaseFinancing Letters and shall not permit any amendment, leasing and initial financing modification or replacement of the Leased Premises includingFinancing Letters, without limitationif such amendment, modification or replacement (x) reduces the aggregate amount of the Financing or (y) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Financing in a manner that would reasonably be expected to (i) delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (ii) adversely impact the ability of Parent, Merger Sub or the Company, as applicable to enforce its rights against other parties to the Financing Letters or the definitive documents with respect thereto in each of clauses (i) and (ii) in any material respect. Parent shall deliver to the Company copies of any such amendment, modification or replacement. For purposes of this Section 5.5, references to “Financing” shall include the financing contemplated by the Financing Letters as permitted to be amended, modified or replaced by this Section 5.5(a) and references to “Debt Commitment Letter” shall include such documents as permitted to be amended, modified or replaced by this Section 5.5(a). Each of Parent and Merger Sub shall use its commercially reasonable cost efforts (i) to negotiate definitive agreements with respect to the Debt Commitment Letter on the terms and conditions contained in the Debt Commitment Letter, (ii) to satisfy all conditions to funding in the Debt Commitment Letter applicable to it that are within its control and consummate the Financing at or prior to the Closing, and (iii) to enforce its rights under the Debt Commitment Letter. Parent shall keep the Company reasonably informed of appraisalsthe status of its efforts to arrange the Financing and provide to the Company copies of the material definitive documents for the Financing. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter, environmental reports(A) Parent and Merger Sub shall promptly notify the Company and (B) Parent and Merger Sub shall use their commercially reasonable efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions with terms and conditions no less favorable, title insurancetaken as a whole, surveysto Parent and Merger Sub (or their affiliates) than the terms and conditions set forth in the Financing Letters as promptly as practicable following the occurrence of such event but no later than the final day of the Marketing Period. Parent and Merger Sub acknowledge and agree that the obtaining of the Financing, legal fees or any alternative financing, is not a condition to Closing. Notwithstanding anything contained in this Section 5.5 or in any other provision of this Agreement, in no event shall Parent or Merger Sub be required (1) to amend or waive any of the terms or conditions hereof or (2) to consummate the Closing any earlier than the final day of the Marketing Period. Notwithstanding anything contained in this Section 5.5 or in any other provision of this Agreement, Parent and expenses Merger Sub shall give the Company prompt written notice: (i) of any material breach or default by any party to any Financing Letters or definitive document related to the Financing of any provisions of the Financing Letters; (ii) of the receipt of any written notice or other written communication from any financing source with respect to any: (A) material breach, default, termination or repudiation by any party to any Financing Letters of any provisions of the Financing Letters or (B) material dispute or disagreement between or among any parties to any Financing Letters; and Lender’s commitment fee(iii) if for any reason Parent or Merger Sub believes in good faith that it is reasonably likely that it will not be able to obtain all or any material portion of the Financing in the amounts or from the sources contemplated by the Financing Letters and that it is not reasonably likely that it will be able to obtain acceptable alternative financing prior to the final day of the Marketing Period; provided, that Parent and Merger Sub shall be under no obligation to disclose any information that is subject to an attorney-client or similar privilege. (b) If Landlord desires The Company shall provide to Parent and Merger Sub, and shall cause its Subsidiaries to provide, at Parent’s sole expense, and shall use commercially reasonable efforts to cause its Representatives, including legal and accounting, to provide, all cooperation reasonably requested by Parent or Merger Sub and all cooperation that is customary, necessary or advisable in connection with arranging and obtaining of the Financing or any permitted replacement, amended, modified or alternative financing (collectively with the Financing, the “Available Financing”) and the other Transactions (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) assisting with the preparation of offering and syndication documents and materials, including prospectuses, private placement memoranda, information memoranda and packages, lender and investor presentations, rating agency presentations, and similar documents and materials, in connection with the Available Financing (all such documents and materials, collectively, the “Offering Documents”), (ii) preparing and furnishing Parent and Merger Sub and their financing sources as promptly as practicable with all Required Information and all other information and disclosures relating to the Company and its Subsidiaries (including their businesses, operations, financial projections and prospects) as may be reasonably requested by Parent or Merger Sub to assist in preparation of the Offering Documents (including execution of customary authorization and management representation letters and certificates), (iii) participating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Available Financing, including direct contact between senior management and Representatives of the Company and its Subsidiaries and Parent’s and Merger Sub’s financing sources and potential lenders and investors in the Available Financing, and obtaining any corporate, credit and ratings from rating agencies contemplated by the Debt Commitment Letter, (iv) obtaining accountant’s comfort letters and consents from the Company’s independent auditors, (v) assisting in the preparation of, and executing and delivering, definitive financing documents, including guarantee and collateral documents, hedging agreements and other certificates and documents as may be requested by Parent or Merger Sub (including a certificate of the chief financial officer of the Company and its Subsidiaries with respect to solvency matters), (vi) facilitating the pledging of collateral for the Available Financing, including taking commercially reasonable actions necessary to permit the financing sources of the Available Financing to evaluate the Company’s and its Subsidiaries’ real property and current assets, cash management and accounting systems, policies and procedures for the purpose of establishing collateral arrangements and establishing, as of the Effective Time, bank and other accounts and blocked account agreements and lockbox arrangements in connection with the Available Financing, (vii) using commercially reasonable efforts to ensure that the financing sources benefit from the existing lending relationships of the Company and its Subsidiaries, (viii) using commercially reasonable efforts to obtain such consents, approvals, authorizations and instruments which may be reasonably requested by Parent or refinance Merger Sub in connection with the Available Financing and collateral arrangements, including customary payoff letters, lien releases, instruments of termination or discharge, legal opinions, surveys, title insurance and landlord consents, waivers and access agreements and (ix) facilitating the consummation of the Available Financing, including cooperating with Parent and Merger Sub to satisfy the conditions precedent to the Available Financing to the extent within the control of the Company and its Subsidiaries, and taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent or Merger Sub to permit the consummation of the Available Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately upon the Effective Time; provided, however, that, no obligation of the Company or any Loanof its Subsidiaries under any certificate, Tenant document or instrument (other than the authorization and representation letters and certificates referred to above) shall negotiate be effective until the Effective Time and, none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in good faith connection with Landlord concerning the Available Financing prior to the Effective Time. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Available Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any request made by of its Subsidiaries or the reputation or goodwill of the Company or any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant of its Subsidiaries. Parent shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agreepromptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of Landlord, to supply any such Lender its Subsidiaries in connection with such notices the cooperation of the Company and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested its Subsidiaries contemplated by such Lender. Tenant shall provide any other consent or statement this Section 5.5(b) and shall execute indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all other documents that such Lender requires losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with such financingthe arrangement of the Financing and any information used in connection therewith, including except with respect to any subordination, information prepared or provided by the Company or any of its Subsidiaries. All material non-disturbance and attornment agreementpublic information provided by the Company or any of its Representatives pursuant to this Section 5.5(b) shall be kept confidential in accordance with the Confidentiality Agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm except that (ai) Lender Parent and its assigns will not Merger Sub shall be liable permitted to disclose such information to potential sources of capital, rating agencies and prospective lenders and investors during syndication of the Available Financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for any misrepresentation, act or omission of Landlord senior credit facilities) and (bii) Lender upon reasonable notice from Parent, the Company agrees to file with the SEC a Form 8-K or Form FD, in form and substance reasonably satisfactory to the Company, containing any material non-public information with respect to the Company or its assigns will not subsidiaries contained in any offering memorandum to be subject used in connection with the offering of high yield debt securities contemplated by the Debt Commitment Letter. (c) On each date on which the Company files with the SEC its Quarterly Report on Form 10-Q (a “10-Q”) or Annual Report on Form 10-K (a “10-K”) (or, if earlier, the date on which such 10-Q or 10-K, as applicable, was required to any counterclaimbe filed), demand or offsets the Company shall deliver to Parent and Merger Sub a certificate executed by the Chief Financial Officer of the Company (the “Leverage Ratio Certificate”) setting forth the Closing Adjusted Leverage Ratio (as defined in Exhibit B hereto) calculated as of such date, together with supporting calculations in reasonable detail, which Tenant may have against Landlord calculation, with respect to the Closing Consolidated Total Debt (except for any Escrow Payments or Net Award actually held by Lenderas defined in Exhibit B hereto), shall give pro forma effect to the borrowing to take place under the Debt Commitment Letter on the Closing Date.

Financing. (a) Tenant agrees Parent and Acquisition Sub acknowledge and agree that, prior to pay all reasonable costs the Effective Time, the Company and expenses incurred by Landlord its Affiliates and its and their respective Representatives shall not incur any liability to any Person under any financing that Parent and Acquisition Sub may raise in connection with the purchasetransactions contemplated by this Agreement or any cooperation provided pursuant to this Section 6.11 or Section 6.12 and that Parent and Acquisition Sub shall, leasing on a joint and initial financing several basis, indemnify and hold harmless the Company and its Affiliates and its and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Leased Premises includingFinancing and any information utilized in connection therewith, without limitation, except with respect to any information provided by the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees Company and expenses its Affiliates and Lender’s commitment feeits and their respective Representatives. (b) If Landlord desires Each of Parent and Acquisition Sub shall use its reasonable best efforts to, take or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the proceeds of the Financing on the terms and conditions described in the Financing Commitments, including using its reasonable best efforts to: (i) enter into definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments as promptly as practicable after the date hereof, but in no event later than the Closing, or refinance any Loan, Tenant shall negotiate on such other terms and conditions no less favorable in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications the aggregate to Parent and Acquisition Sub than the terms and conditions contained in this Lease, the Financing Commitments (provided that Tenant such other terms would not reasonably be expected to delay or prevent the Closing), (ii) satisfy, or cause their Representatives to satisfy, on a timely basis all conditions applicable to Parent, Acquisition Sub or their respective Representatives in the Debt Commitment Letters (or definitive agreements entered into with respect to the Debt Commitment Letters), (iii) accepting to the fullest extent all “market-flex” contemplated by the Debt Commitment Letters (including the fee letter relating thereto), (iv) enforcing its rights under the Debt Commitment Letters in the event of a breach by the Financing Sources that impedes or delays the Closing and, if necessary, seeking specific performance of the Financing Sources of their obligations thereunder and (iv) in the event that all conditions in the Debt Commitment Letters have been satisfied (or would be satisfied upon funding of the Equity Financing) cause the lenders and any other Persons providing Financing to fund the Financing at the Closing. (c) Neither Parent nor its Affiliates shall not be obligated to agree to any change which increases its obligations hereunder in amendments or modifications to, or grant any material respect. In particularwaivers of, Tenant shall agreeany condition or other provision under the Financing Commitments without the prior written consent of the Company, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents except that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender Parent and its assigns will Affiliates may amend or otherwise modify (or waive any of its rights under) the Commitment Letters (including to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not be liable for any misrepresentation, act or omission executed the Debt Commitment Letters as of Landlord and the date hereof (b) Lender and its assigns will which shall not be subject to any counterclaimlimitations or qualifiers)) if such amendment, demand modification or offsets waiver would not reasonably be expected to prevent or materially impair or delay the ability of Parent to consummate the Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing, no amendment, modification or waiver shall be permitted without the Company’s prior written approval if such amendments, modifications or waivers would (i) reduce the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) below the amount required to consummate the Merger (including the amount required for the payment of the Aggregate Merger Consideration and any amounts payable pursuant to Section 3.3 and all associated costs and Expenses (including any refinancing of indebtedness of Parent or the Company required in connection therewith)), (ii) impose new or additional conditions or (iii) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Financing Commitments. Parent shall not release or consent to the termination of the obligations of the lenders under the Debt Commitment Letters, except for assignments and replacements of an individual lender under the terms of or in connection with the syndication of the Debt Commitment Letters. For the avoidance of doubt, in no event shall the reasonable best efforts obligation set forth in this Section 6.11 be construed as to require Parent to agree to, or accept, economic terms that are materially less favorable in the aggregate to Parent or Acquisition Sub than the economic terms contained in the Debt Commitment Letters (assuming application of the “market flex” provisions) or otherwise pay any fees to the lenders which Tenant may have against Landlord fees are more than de minimus amounts and are in excess of those contemplated in the Debt Commitment Letters and related fee letters, including the “flex” provisions thereof, as of the date hereof. (d) After the date of this Agreement, in no event shall Parent or Acquisition Sub or any of their controlled Affiliates (which for purposes of this Section 6.11(d) shall be deemed to include each direct investor in Parent or Acquisition Sub or other Representatives, or any of Parent’s, Acquisition Sub’s or such investor’s financing sources or potential financing sources or other Representatives) (i) award any agent, broker, investment banker, financial advisor or other firm or Person, except for any Escrow Payments Affiliate of Parent, any financial advisory role on an exclusive basis that would prohibit the provision of such financial advisory services to another Person in connection with the Merger or Net Award actually held the other transactions contemplated hereby or (ii) prohibit or seek to prohibit any bank or investment bank or other potential provider of debt or equity financing, including the Debt Commitment Parties, from providing or seeking to provide financing or financial advisory services to any Person in connection with a transaction relating to the Company or its Subsidiaries or in connection with the Merger or the other transactions contemplated hereby. Notwithstanding anything in this Agreement or the Confidentiality Agreement to the contrary, the Company hereby agrees that Parent and its Affiliates may provide Evaluation Material (as such term is defined in the Confidentiality Agreement) to, or enter into discussions, agreements, arrangements or understandings with, potential sources of debt or equity financing with respect to the Merger and the other transactions contemplated by Lenderthis Agreement, and such potential sources of debt or equity financing shall be deemed a “Representative” (as defined in the Confidentiality Agreement) thereunder; provided that the Affiliate of Parent that is a counterparty to the Confidentiality Agreement shall be responsible for any breach of the Confidentiality Agreement by any potential sources of debt or equity financing or its officers, directors, employees or other representatives with whom the Evaluation Material is shared, except to the extent such potential sources of debt or equity financing have agreed in a writing addressed to the Company, in the form of Exhibit A to the Confidentiality Agreement, to be bound by the provisions of the Confidentiality Agreement applicable to Representatives. In the event that any portion of the Financing becomes or could reasonably be expected to become unavailable in the manner or from the sources contemplated in the Financing Commitments, (i) Parent shall promptly notify the Company and (ii) Parent and Acquisition Sub shall, and shall cause its Affiliates to, use their respective reasonable best efforts to arrange and obtain, and to negotiate and enter into definitive agreements with respect to, alternative financing from alternative financial institutions in an amount sufficient to consummate the transactions contemplated by this Agreement upon terms and conditions not less favorable, taken as a whole, to Parent and Acquisition Sub than those in the Financing Commitments, as promptly as practicable following the occurrence of such event (and, in any event, no later than the expiration of the Marketing Period); it being understood that, for the avoidance of doubt, in no event shall the Guarantor be required to provide financing in excess of the amount set forth in the Equity Commitment Letter and in no event shall Parent or Acquisition Sub be required to seek or obtain equity financing other than the Equity Financing. The definitive agreements entered into pursuant to this Section 6.11(d) or Section 6.11(b)(i) are referred to in this Agreement, collectively, as the “Financing Agreements.” (e) Each of Parent and Acquisition Sub acknowledges and agrees that neither the obtaining of the Financing or any alternative financing, nor the completion of any issuance of securities contemplated by the Financing or any alternative financing, is a condition to the Closing, and reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Financing or any alternative financing, or the completion of any such issuance, subject to the applicable conditions set forth in Section 7.1 and Section 7.2. (f) Parent shall (i) furnish the Company complete, correct and executed copies of the Financing Agreements or any alternative financing agreement promptly upon their execution, (ii) give the Company prompt notice of any material breach or threatened material breach by any party of any of the Financing Commitments, any alternative financing commitment, the Financing Agreements, or any alternative financing agreement of which Parent or Acquisition Sub becomes aware or any termination or threatened termination thereof of which Parent or Acquisition Sub becomes aware, and (iii) otherwise keep the Company reasonably and promptly informed of the status of its efforts to arrange the Financing (or any alternative financing), including by providing the Company with drafts of the definitive agreements or offering memoranda relating to the Financing a reasonable period of time prior to their execution or use.

Financing. (a) Tenant agrees Parent shall use its, and shall cause its controlled Affiliates (as applicable) to pay 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 consummate and obtain the Financing on the terms and subject only to the conditions set forth in the Commitment Letter, including using commercially reasonable costs best efforts to (i) maintain in effect and expenses incurred by Landlord in connection comply with the purchaseCommitment Letter, leasing (ii) negotiate and initial financing enter into definitive agreements with respect to the Financing on the terms and subject only to the conditions set forth in the Commitment Letter, (iii) satisfy on a timely basis all conditions applicable to Parent in the Commitment Letter at or prior to the Closing Date that are in its control, (iv) upon the satisfaction or waiver of the Leased Premises includingconditions to Parent’s obligations to consummate the Merger, draw the Financing in the amount required to consummate the transactions contemplated by this Agreement on the Closing Date and (v) in the event of a failure to fund by the Financing Sources in accordance with the Commitment Letter, enforce its rights under the Commitment Letter and the definitive agreements (if any) with respect thereto. Parent shall not, without limitationthe prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the reasonable cost Commitment Letter if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of appraisalsany portion of the Financing, environmental reports(B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, title insuranceamend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to prevent or impede or delay the funding of the Financing (or satisfaction of the conditions to the Financing), surveys(C) adversely impact the ability of Parent to enforce its rights against other parties to the Commitment Letter, legal fees or (D) delay or prevent the Closing or make the funding of the Financing less likely to occur; provided that Parent may, without the consent of the Company, amend or otherwise modify the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter on the date of this Agreement, as expressly contemplated by the Commitment Letter. Parent shall promptly deliver to the Company true and expenses and Lender’s commitment feecomplete copies of any amendment, modification, supplement, consent or waiver to or under any Commitment Letter or the definitive agreements relating to the Financing promptly upon execution thereof. (b) If Landlord desires Parent shall keep the Company informed on a reasonably prompt basis and in reasonable detail of the status of its efforts to arrange the Financing. Without limiting the generality of the foregoing, Parent shall give the Company prompt written notice of (i) any breach, default, termination, cancellation or repudiation by any party to the Commitment Letter, (ii) the receipt by Parent of any written notice or other written communication from any Financing Source with respect to any (A) breach, default, termination, cancellation or repudiation by any party to the Commitment Letter or (B) dispute or disagreement between Parent and any Financing Source related to the Financing that could reasonably be expected to delay or otherwise adversely impact the ability of Parent to obtain all or refinance part of the Financing that is contemplated as of the date hereof to be funded on the Closing Date (giving effect to market flex provisions), and (iii) the occurrence of an event or development that could reasonably be expected to adversely affect the ability of Parent to obtain all or any Loanportion of the Financing that is contemplated as of the date hereof to be funded on the Closing Date (giving effect to market flex provisions) on the terms and in the manner contemplated by the Commitment Letter. As soon as reasonably practicable, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant Parent shall provide any other consent information reasonably requested by the Company relating to any circumstance referred to in the immediately preceding sentence. If any portion of the Financing becomes unavailable on the terms and conditions (including any applicable “market flex” provisions) contemplated by the Commitment Letter, Parent shall promptly notify the Company in writing and Parent shall use reasonable best efforts to arrange and obtain, reasonably promptly given the anticipated timing of Closing, in replacement thereof alternative financing (the “Alternative Financing”) in an amount sufficient to fund the Required Amount with terms and conditions (including “market flex” provisions) not materially less favorable to Parent (or statement its respective Affiliates) than the terms and conditions set forth in the Commitment Letter as in effect on the date of this Agreement (as it may have been amended or otherwise modified to the extent permitted by this Section 7.10). Parent shall deliver to the Company true and complete copies of the financing letters for any such Alternative Financing (including fee letters that shall have fee or related economic information redacted pursuant to the terms thereof) pursuant to which any such alternative source shall have committed to provide all or any portion of the Alternative Financing. (c) Prior to the Closing Date, the Company shall use its reasonable best efforts to provide, and shall cause its Subsidiaries to use their reasonable best efforts to provide, and shall use reasonable best efforts to cause its and their respective officers, employees and advisors to provide, to Parent, at Parent’s sole cost and expense, such reasonable cooperation as is customary and reasonably requested by Parent in connection with the arrangement of the Financing, including using reasonable best efforts to: (i) furnish Parent with the Required Information; (ii) upon reasonable advance notice, cause senior management of the Company to participate in a reasonable number of lender meetings, diligence sessions and sessions with rating agencies in connection with the Financing, all at reasonable times and intervals; (iii) assist Parent with the preparation by Parent and the Financing Sources of materials for rating agency presentations, bank information memoranda, lender presentations, syndication memoranda and similar marketing or offering materials, memoranda or documents, in each case to the extent, and solely to the extent, such materials relate to information concerning the Company and the Company Subsidiaries and, if required, assist Parent in obtaining ratings in connection with the Financing; (iv) execute and deliver as of (but not prior to) the Closing any pledge and security documents, other definitive financing documents, or other certificates or documents as may be reasonably requested by Parent (provided, that (A) none of the documents or certificates shall be executed or delivered except in connection with the Closing, (B) the effectiveness thereof shall be conditioned upon, or become operative upon, the occurrence of the Closing and (C) no liability shall be imposed on the Company or any of its Subsidiaries or any of their respective officers or employees involved prior to the Closing Date) and otherwise reasonably facilitate the pledging of collateral; (v) provide, at least three (3) Business Days prior to the Closing, all documentation and other information about the Company and its Subsidiaries as is reasonably required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, in each case to the extent requested at least ten (10) Business Days in advance of the Closing; (vi) request the Payoff Letter from the applicable existing lenders (or agent in respect thereof) of the Company or its Subsidiaries; (vii) subject to the proviso in Section 7.10(c)(ix), cause the Company’s accountants to provide, consistent with customary practice, reasonable assistance to Parent in connection with Parent’s preparation of pro forma financial statements and information; (viii) as promptly as reasonably practicable, inform Parent if the Company or its Subsidiaries shall have Knowledge (x) that any restatement of the financial statements of ABILITY Network Inc. comprising a portion of the Required Information must be made (or the auditors of ABILITY Network Inc. have recommended such a restatement be made) in order for such financial statements to comply with GAAP or (y) that any of the Required Information is no longer Compliant; and (ix) solely with respect to financial information and data derived from the historical books and records of the Company and its Subsidiaries, assist Parent with the preparation of pro forma financial information and pro forma financial statements necessary or reasonably required by Parent or the Financing Sources, it being agreed that the Company will not be required to provide any information or assistance relating to (A) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the Financing or (B) any financial information related to Parent or any of its Subsidiaries or any adjustments that are not directly related to the acquisition of the Company by Parent; provided, however, that (I) in no event shall the Company, the Company’s Subsidiaries or the Company’s accountants be required to provide, prepare or assist with the preparation of, any purchase accounting adjustments, valuations or purchase price allocations and (II) in no event shall the Company, the Company’s Subsidiaries or the Company’s accountants be required to assist in causing such pro forma financial information and pro forma financial statements to comply with Regulation S-X. (d) Notwithstanding anything to the contrary herein, none of such requested cooperation provided in accordance with this Section 7.10 shall unreasonably interfere with the normal business or operations of the Company and its Subsidiaries and in no event shall the Company or any of its Subsidiaries be required to (i) bear any expense, pay any commitment or other fee, enter into any definitive agreement, incur any other liability, make any other payment, be an issuer or other obligor with respect to the Financing or agree to provide any indemnity in connection with the Financing or any of the foregoing in each case prior to the Effective Time or (ii) take any action to cause any condition to Closing set forth in this Agreement to fail to be satisfied or otherwise cause any breach of this Agreement that would provide Parent the right to terminate this Agreement or seek indemnity under the terms hereof. In addition, nothing in this Section 7.10 shall require (a) the Company or any of its Subsidiaries to provide access to or disclose information when the Company determines that such access or disclosure would reasonably be expected to jeopardize the attorney client privilege, (b) any action that would conflict with or violate the Company Organizational Documents or any law or result in, prior to the Effective Time, the contravention of, or that would reasonably be expected to result in, prior to the Effective Time, a violation or breach of, or default under, any Material Contract, (c) any employee, officer or director of the Company or any of its Subsidiaries incurring any personal liability (as opposed to liability in his or her capacity as an officer of such Person) with respect to any matters related to the Financing, (d) the Company, any of its Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing or any documentation related thereto prior to the Effective Time or (e) the Company, any of its Subsidiaries or their counsel to provide any legal opinion in connection with the Financing. For the avoidance of doubt, none of the Company or any of its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Financing contemplated by the Commitment Letter that is not contingent upon the Closing or that would be effective prior to the Closing and no directors of the Company or any of its Subsidiaries that will not be continuing directors, acting in such capacity, shall be required to execute or enter into or perform any agreement with respect to the Financing. Parent shall, with respect to the arrangement of the Financing, (I) promptly reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including (A) reasonable attorneys’ fees and (B) expenses of the Company’s accounting firms incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with the Financing, including the cooperation of the Company and its Subsidiaries and Representatives contemplated by Section 7.10(c)) and (II) indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities, costs, expenses, fines, penalties and amounts paid in settlement (including all interest, assessments and other documents that such Lender requires charges paid or payable in connection with or in respect of any thereof) suffered or incurred by any of them in connection with the arrangement of the Financing (including the performance of their respective obligations under, or the taking of or refraining from any action in accordance with, this Section 7.10), in each case other than to the extent any of the foregoing was suffered or incurred as a result of the gross negligence or willful misconduct of the Company or any of its Subsidiaries or, in each case, their respective Affiliates and Representatives. (e) The Company shall use its reasonable best efforts to, and shall cause its Subsidiaries to use their reasonable best efforts to, periodically update any Required Information provided to Parent as may be necessary so that such financingRequired Information is Compliant. (f) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 7.10 represent the sole obligation of the Company, its Subsidiaries and Affiliates and their respective Representatives with respect to cooperation in connection with the arrangement of the Financing and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. (g) The Company hereby consents, on behalf of itself and each of the Acquired Companies, to the use of the Acquired Companies’ logos solely in connection with the Financing; provided, that Parent shall ensure that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Acquired Companies or the Acquired Companies’ reputation or goodwill and will comply with the Company’s usage requirements to the extent made available to Parent prior to the date of this Agreement. (h) Parent acknowledges and agrees that the obtaining of the Financing, or any subordinationAlternative Financing, non-disturbance and attornment agreement, so long as the same do is not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant a condition to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)Closing.

Financing. (a) Tenant agrees Buyer shall use, and shall cause its Affiliates and each of its and their respective Representatives to pay use, their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange, obtain and consummate the Debt Financing upon the terms and subject only to the conditions (including, to the extent required, the full exercise of any “flex” provisions) expressly set forth in the Debt Commitment Letters, including using reasonable costs best efforts (i) to maintain in force and expenses incurred by Landlord effect the Debt Commitment Letters in connection accordance with the purchase, leasing and initial financing terms thereof until the consummation of the Leased Premises includingtransactions contemplated hereby, without limitation(ii) to negotiate, enter into and deliver definitive agreements with respect to the Debt Financing (collectively, the reasonable cost “Debt Financing Agreements”) upon the terms and subject only to the conditions expressly set forth in the Debt Commitment Letters (including any applicable “flex” provisions) and further subject to any amendments, modifications or supplements thereto, or replacements or waivers thereof, in each case, not prohibited by this Agreement, (iii) to satisfy on a timely basis (but in any event, at or prior to Closing) all conditions to the funding of appraisalsthe full amount of the Debt Financing that are within Buyer’s control, environmental reports, title insurance, surveys, legal fees and expenses (iv) to enforce its rights under or with respect to the Debt Commitment Letters and Lender’s commitment feethe Debt Financing Agreements. (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant Buyer shall not permit any amendment, supplement or other modification to, or grant any waiver of any terms under, the Debt Commitment Letters, in each case without the prior written consent of the Company (not to be obligated to agree to any change which increases its obligations hereunder in any material respect. In particularunreasonably withheld, Tenant shall agreeconditioned, upon request of Landlordor delayed), to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested amendment, supplement, or other modification or waiver would or would reasonably be expected to (A) reduce the aggregate amount of the Debt Financing (including by such Lender. Tenant shall provide any other consent increasing the amount of fees to be paid or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender).original

Financing. (a) Tenant agrees Parent and Acquisition Sub shall use their reasonable best efforts to pay obtain the Financing as set forth in the Financing Letters; provided, however, that notwithstanding anything in this Agreement to the contrary, Parent and Acquisition Sub shall be entitled to obtain, in their sole discretion, substitute debt financing in place of some or all reasonable costs and expenses incurred by Landlord in connection with the purchase, leasing and initial financing of the Leased Premises includingFinancing provided under the Real Estate Debt Letter or one or both of the Senior Debt Letters ("Substitute Debt Financing") with one or more other nationally recognized financial institutions if, without limitationand only if, such Substitute Debt Financing would not (i) delay the reasonable cost consummation of appraisalsthe Merger past November 1, environmental reports, title insurance, surveys, legal fees 2005 and expenses and Lender’s commitment fee(ii) prevent the delivery of the solvency letter contemplated by Section 5.13. (b) If Landlord desires Parent shall provide prompt written notice to the Company of (i) Marathon's or Eugster's refusal or stated intent to refuse to provide the financing described in the Equity Commitment Letter and (ii) the Lenders' refusal or stated intent to refuse to provide the financing described in the Real Estate Debt Letter or any of the Senior Debt Letters, and/or any other lender's stated intent to refuse to provide the financing contemplated by any Substitute Debt Financing, and, in each case, the stated reasons therefor. In any such event, Parent shall use its reasonable best efforts to obtain alternative financing as promptly as practicable in an amount at least equal to the Required Cash Amount (it being understood that such reasonable best efforts would not require Parent to obtain financing that is, (x) with respect to the economic terms thereof, on terms less favorable to Parent thereunder than those set forth in the Financing Letters or refinance the financing arrangements relating thereto, as the case may be, or (y) with respect to the non-economic terms thereof, on terms that are not substantially similar to those set forth in the Financing Letters or the financing arrangements relating thereto, as the case may be). (c) From the date of this Agreement until the Effective Time, the Company agrees to provide, and shall cause its Subsidiaries to provide, and will use its reasonable best efforts to cause their respective Representatives to provide, all cooperation reasonably requested by Parent in connection with the arrangement of, and the negotiation of agreements with respect to, the Financing (and any Loansubstitutions, Tenant shall negotiate replacements or refinancing thereof), including using reasonable best efforts to (i) cause appropriate officers and employees to be available, on a customary basis and upon reasonable notice, to meet with prospective lenders and investors in good faith presentations, meetings, road shows and due diligence sessions each conducted at the expense of Parent, (ii) assist with Landlord concerning the preparation of disclosure documents in connection therewith, (iii) execute and deliver any request made pledge and security documents or other definitive financing documents as may be reasonably requested by Parent, (iv) direct (A) its independent accountants and counsel to provide reasonable assistance to Parent, including requesting that such accountants provide consent to Parent to use their audit reports and SAS 100 reviews relating to the Company and its Subsidiaries and, at the expense of Parent, to provide any necessary "comfort letters" in connection with the Financing and (B) appropriate officers to sign any customary management representation letters to its independent accountants and (v) solicit and cause to be delivered such certificates, affidavits and instruments (including affidavits of title, survey affidavits, estoppel certificates and lien waivers), legal opinions and other documents, in each case, as may be reasonably requested by Parent or reasonably required by any Lender or proposed Lender for changes or modifications title insurance company and, in this Leaseeach case, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder at the expense of Parent. (d) In addition, in any material respect. In particularconnection with obtaining the Financing, Tenant shall agree, upon request of Landlord, to supply any at such Lender with such notices and reasonable information time as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant Parent and Acquisition Sub, the Company shall provide any other consent or statement and shall execute (i) commence a cash tender offer (the "Debt Offer") to purchase any and all other documents that such Lender requires of the Senior Notes and (ii) solicit the consent of the holders of the Senior Notes regarding certain amendments (the "Indenture Amendments") to the covenants contained in connection with such financingthe Indenture, including any subordinationdated as of March 12, non-disturbance 1992, by and attornment agreementbetween the Company and First Trust National Association, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Leasetrustee. Such subordinationoffer to purchase and consent solicitation shall be made in accordance with the written terms and conditions provided, nondisturbance from time to time, by Parent to the Company and attornment agreement may require Tenant Applicable Law; provided, that, in any event, the parties agree that the terms and conditions of the Debt Offer and Indenture Amendments shall provide that the closing and effectiveness, respectively, thereof shall be contingent upon the Closing of the Merger. The Company shall not, without Parent's and Acquisition Sub's prior consent, waive any condition to confirm that (a) Lender the Debt Offer described in the written terms and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject conditions provided by Parent to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)the Company from time to time.

Financing. (a) Tenant agrees Subject to pay all the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its commercially reasonable costs efforts to obtain the Financing on the terms and expenses incurred by Landlord conditions described in connection with the purchaseFinancing Letters and shall not permit any amendment, leasing and initial financing modification or replacement of the Leased Premises includingFinancing Letters, without limitationif such amendment, modification or replacement (x) reduces the aggregate amount of the Financing or (y) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Financing in a manner that would reasonably be expected to (i) delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (ii) adversely impact the ability of Parent, Merger Sub or the Company, as applicable to enforce its rights against other parties to the Financing Letters or the definitive documents with respect thereto in each of clauses (i) and (ii) in any material respect. Parent shall deliver to the Company copies of any such amendment, modification or replacement. For purposes of this Section 5.5, references to “Financing” shall include the financing contemplated by the Financing Letters as permitted to be amended, modified or replaced by this Section 5.5(a) and references to “Debt Commitment Letter” shall include such documents as permitted to be amended, modified or replaced by this Section 5.5(a). Each of Parent and Merger Sub shall use its commercially reasonable cost efforts (i) to negotiate definitive agreements with respect to the Debt Commitment Letter on the terms and conditions contained in the Debt Commitment Letter, (ii) to satisfy all conditions to funding in the Debt Commitment Letter applicable to it that are within its control and consummate the Financing at or prior to the Closing, and (iii) to enforce its rights under the Debt Commitment Letter. Parent shall keep the Company reasonably informed of appraisalsthe status of its efforts to arrange the Financing and provide to the Company copies of the material definitive documents for the Financing. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter, environmental reports(A) Parent and Merger Sub shall promptly notify the Company and (B) Parent and Merger Sub shall use their commercially reasonable efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions with terms and conditions no less favorable, title insurancetaken as a whole, surveysto Parent and Merger Sub (or their affiliates) than the terms and conditions set forth in the Financing Letters as promptly as practicable following the occurrence of such event but no later than the final day of the Marketing Period. Parent and Merger Sub acknowledge and agree that the obtaining of the Financing, legal fees or any alternative financing, is not a condition to Closing. Notwithstanding anything contained in this Section 5.5 or in any other provision of this Agreement, in no event shall Parent or Merger Sub be required (1) to amend or waive any of the terms or conditions hereof or (2) to consummate the Closing any earlier than the final day of the Marketing Period. Notwithstanding anything contained in this Section 5.5 or in any other provision of this Agreement, Parent and expenses Merger Sub shall give the Company prompt written notice: (i) of any material breach or default by any party to any Financing Letters or definitive document related to the Financing of any provisions of the Financing Letters; (ii) of the receipt of any written notice or other written communication from any financing source with respect to any: (A) material breach, default, termination or repudiation by any party to any Financing Letters of any provisions of the Financing Letters or (B) material dispute or disagreement between or among any parties to any Financing Letters; and Lender’s commitment fee(iii) if for any reason Parent or Merger Sub believes in good faith that it is reasonably likely that it will not be able to obtain all or any material portion of the Financing in the amounts or from the sources contemplated by the Financing Letters and that it is not reasonably likely that it will be able to obtain acceptable alternative financing prior to the final day of the Marketing Period; provided, that Parent and Merger Sub shall be under no obligation to disclose any information that is subject to an attorney-client or similar privilege. (b) If Landlord desires The Company shall provide to Parent and Merger Sub, and shall cause its Subsidiaries to provide, at Parent’s sole expense, and shall use commercially reasonable efforts to cause its Representatives, including legal and accounting, to provide, all cooperation reasonably requested by Parent or Merger Sub and all cooperation that is customary, necessary or advisable in connection with arranging and obtaining of the Financing or any permitted replacement, amended, modified or alternative financing (collectively with the Financing, the “Available Financing”) and the other Transactions (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) assisting with the preparation of offering and syndication documents and materials, including prospectuses, private placement memoranda, information memoranda and packages, lender and investor presentations, rating agency presentations, and similar documents and materials, in connection with the Available Financing (all such documents and materials, collectively, the “Offering Documents”), (ii) preparing and furnishing Parent and Merger Sub and their financing sources as promptly as practicable with all Required Information and all other information and disclosures relating to the Company and its Subsidiaries (including their businesses, operations, financial projections and prospects) as may be reasonably requested by Parent or Merger Sub to assist in preparation of the Offering Documents (including execution of customary authorization and management representation letters and certificates), (iii) participating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Available Financing, including direct contact between senior management and Representatives of the Company and its Subsidiaries and Parent’s and Merger Sub’s financing sources and potential lenders and investors in the Available Financing, and obtaining any corporate, credit and ratings from rating agencies contemplated by the Debt Commitment Letter, (iv) obtaining accountant’s comfort letters and consents from the Company’s independent auditors, (v) assisting in the preparation of, and executing and delivering, definitive financing documents, including guarantee and collateral documents, hedging agreements and other certificates and documents as may be requested by Parent or Merger Sub (including a certificate of the chief financial officer of the Company and its Subsidiaries with respect to solvency matters), (vi) facilitating the pledging of collateral for the Available Financing, including taking commercially reasonable actions necessary to permit the financing sources of the Available Financing to evaluate the Company’s and its Subsidiaries’ real property and current assets, cash management and accounting systems, policies and procedures for the purpose of establishing collateral arrangements and establishing, as of the Effective Time, bank and other accounts and blocked account agreements and lockbox arrangements in connection with the Available Financing, (vii) using commercially reasonable efforts to ensure that the financing sources benefit from the existing lending relationships of the Company and its Subsidiaries, (viii) using commercially reasonable efforts to obtain such consents, approvals, authorizations and instruments which may be reasonably requested by Parent or refinance Merger Sub in connection with the Available Financing and collateral arrangements, including customary payoff letters, lien releases, instruments of termination or discharge, legal opinions, surveys, title insurance and landlord consents, waivers and access agreements and (ix) facilitating the consummation of the Available Financing, including cooperating with Parent and Merger Sub to satisfy the conditions precedent to the Available Financing to the extent within the control of the Company and its Subsidiaries, and taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent or Merger Sub to permit the consummation of the Available Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately upon the Effective Time; provided, however, that, no obligation of the Company or any Loanof its Subsidiaries under any certificate, Tenant document or instrument (other than the authorization and representation letters and certificates referred to above) shall negotiate be effective until the Effective Time and, none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in good faith connection with Landlord concerning the Available Financing prior to the Effective Time. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Available Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any request made by of its Subsidiaries or the reputation or goodwill of the Company or any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant of its Subsidiaries. Parent shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agreepromptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of Landlord, to supply any such Lender its Subsidiaries in connection with such notices the cooperation of the Company and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested its Subsidiaries contemplated by such Lender. Tenant shall provide any other consent or statement this Section 5.5(b) and shall execute indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all other documents that such Lender requires losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with such financingthe arrangement of the Financing and any information used in connection therewith, including except with respect to any subordination, information prepared or provided by the Company or any of its Subsidiaries. All material non-disturbance and attornment agreementpublic information provided by the Company or any of its Representatives pursuant to this Section 5.5(b) shall be kept confidential in accordance with the Confidentiality Agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm except that (ai) Lender Parent and its assigns will not Merger Sub shall be liable permitted to disclose such information to potential sources of capital, rating agencies and prospective lenders and investors during syndication of the Available Financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for any misrepresentation, act or omission of Landlord senior credit facilities) and (bii) Lender upon reasonable notice from Parent, the Company agrees to file with the SEC a Form 8-K or Form FD, in form and substance reasonably satisfactory to the Company, containing any material non-public information with respect to the Company or its assigns will not subsidiaries contained in any offering memorandum to be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held used in connection with the offering of high yield debt securities contemplated by Lender)the Debt Commitment Letter.

Financing. (a) Tenant agrees Purchaser shall use its reasonable best efforts to pay take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing as promptly as reasonably practicable on the terms and subject only to the conditions contained in the Financing Commitments. Purchaser shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Financing Commitments (except for any such amendments, modifications or waivers which, individually or in the aggregate, would not be reasonably expected to prevent, delay or impair the availability of the Financing under the Financing Commitments or the consummation of the Transactions) without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the generality of the foregoing, Purchaser shall use reasonable costs best efforts to (i) maintain in effect the Financing Commitments, (ii) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Purchaser in the Financing Commitments that are within its control and expenses incurred by Landlord in connection otherwise comply with its covenants and other obligations thereunder, (iii) negotiate with the purchaseLenders and other third parties and enter into definitive agreements with respect to the Financing on the terms and subject only to the conditions contemplated by the Financing Commitments, leasing (iv) consummate the Financing at or prior to the Closing, (v) enforce its rights under the Financing Commitments in the event of a breach or other failure to fund by a Lender that impedes or delays the Closing, and initial financing (vi) otherwise cause the Lenders to fund on the Closing Date the Financing required to consummate the Transactions (including taking enforcement action to cause the Lenders to provide the Financing); provided, that Purchaser shall not be required to agree to terms and conditions that are, in the aggregate, materially less favorable to Purchaser than those set forth in the Financing Commitments. Upon the reasonable request of the Leased Premises includingSellers, Purchaser shall inform the Sellers of the status of its efforts to arrange the Financing and any material developments relating to the Financing. Without limiting the generality of the foregoing, Purchaser shall give the Sellers prompt notice: (A) upon becoming aware of any material breach or default (or any event or circumstance that, with or without limitationnotice, lapse of time or both, could reasonably be expected to give rise to any material breach or default) by Purchaser, or to the Knowledge of Purchaser, any other party to any Financing Commitment or definitive document related to the Financing; (B) of the receipt of any written notice or other written communication from any Person with respect to any (x) actual or potential breach, default, termination or repudiation by any party to any Financing Commitment or any definitive document related to the Financing of any provisions of any Financing Commitment or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Financing Commitment or any definitive document related to the Financing; and (C) if for any reason Purchaser believes in good faith that (x) there is a reasonable cost likelihood to be a material dispute or disagreement between or among any parties to any Financing Commitment or any definitive document related to the Financing or (y) it is reasonably likely that it will not be able to obtain all or any portion of appraisalsthe Financing on the terms, environmental reportsin the manner or from the sources contemplated by the Financing Commitments or the definitive documents related to the Financing. As soon as reasonably practicable, title insurancebut in any event within five (5) Business Days after the date the Sellers deliver to Purchaser a written request, surveysPurchaser shall provide any information reasonably requested by the Sellers relating to any circumstance referred to in clause (A), legal fees (B) or (C) of the immediately preceding sentence. Purchaser shall refrain from taking, directly or indirectly, any action that is reasonably likely to result in the failure of any conditions contained in the Financing Commitments or any definitive agreement related thereto. If any portion of the Financing becomes unavailable on the terms and expenses conditions contemplated in the Financing Commitments, Purchaser shall use its reasonable best efforts to arrange and Lenderobtain financing as promptly as practicable from alternative sources in an amount sufficient to replace the Financing as promptly as practicable and without the imposition of any new or additional conditions and without any adverse amendment to existing conditions to the Financing, and Purchaser’s obligations under this Section 7.05(a) shall apply to such alternative financing and the agreements related thereto as if such alternative financing is the Financing and any commitment feerelated thereto is the Financing Commitments; provided, that Purchaser shall not be required to agree to terms and conditions with respect to any alternative financing that are, in the aggregate, materially less favorable in any material respect to Purchaser than those set forth in the Financing Commitments. (b) If Landlord desires Prior to the Closing, the Sellers shall use their commercially reasonable efforts to provide, and shall use their commercially reasonable efforts to cause their Affiliates and their respective officers, directors, employees and agents to provide, at Purchaser’s sole cost and expense, all reasonable cooperation in connection with the arrangement of the Financing as may be reasonably requested by Purchaser and that is customary in connection with Purchaser’s efforts to obtain the Financing, including to (i) provide readily-available financial and other information relating to the Sellers to the Lenders (including information to be used in the preparation of an informational package regarding the business, operations, financial projections and prospects of Purchaser and the Business and Purchased Assets which is customary for such financing or refinance reasonably necessary for the completion of the Financing by the Lenders, to the extent reasonably requested by Purchaser (including prior real estate title commitments, surveys, environmental reports and similar information), (ii) assist in the preparation of bank information memoranda and similar documents (including historical and pro forma financial statements and information) for the Financing, (iii) cause the Sellers and their Affiliates to execute and deliver (and use commercially reasonable efforts to obtain from the Sellers’ and their Affiliates’ advisors) at, or conditional upon the Closing customary certificates (including a certificate of the principal financial officer of each of the Sellers with respect to solvency matters), accounting comfort letters (including consents of accountants for use of their reports in any Loanmaterials relating to the Financing) or other documents and instruments relating to guarantees and other matters ancillary to the Financing as may be reasonably requested by Purchaser, Tenant (iv) assist in the preparation of, entering into and, upon reasonable prior notice to the extent related to the participation in meetings, presentations, drafting sessions or similar activities, syndication of one or more credit agreements, note purchase agreements, indentures, currency or interest hedging agreements or other agreements, including by refraining from entering into any competing financing transactions, (v) use commercially reasonable efforts to have the independent accountants of the Sellers provide their reasonable cooperation and assistance, (vi) cooperate reasonably with the Lenders’ due diligence, to the extent customary and reasonable, (vii) refrain from pursuing any financing transactions that may delay, impede or otherwise adversely affect the Financing and (viii) assist Purchaser and the Lenders to benefit from the existing lending relationships of the Sellers and their Affiliates; provided, however, that no requested cooperation pursuant to this Section 7.05(b) shall negotiate in good faith delay the Closing, or unreasonably interfere with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant the ongoing operations of Sellers and the Sellers shall not (A) be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give pay any commitment or other similar fee, (B) have any Liability under any credit agreement, note purchase agreement, indenture, hedging agreement or other agreement or document related to Landlord hereunder the Financing, or (C) incur any out-of-pocket expense unless such expense is advanced or simultaneously reimbursed by Purchaser (without set-off). Purchaser shall, without the right of set-off, indemnify and to extend the rights of Landlord hereunder to any such Lender hold harmless Sellers and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement their respective subsidiaries and shall execute Representatives from and against any and all other documents that such Lender requires Losses suffered or incurred by them in connection with such financing, including (1) any subordinationaction taken by them at the request of Purchaser pursuant to this Section 7.05(b) or in connection with the arrangement of the Financing or (2) any information utilized in connection therewith (other than information relation to Sellers approved by Sellers for use therein). This indemnification shall survive termination of this Agreement. All material, non-disturbance public information regarding Sellers and attornment agreementtheir Affiliates provided to Purchaser or its Representative pursuant to this Section 7.05(b) shall be kept confidential by them in accordance with the Confidentiality Agreement, so long except for disclosure to potential investors as required in connection with the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be Financing subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)customary confidentially protections.

Financing. (a) Tenant agrees Each of Parent and Sub will use its reasonable best efforts to pay obtain the Financing on the terms and conditions described in the Financing Letter, including using its reasonable best efforts (i) to negotiate definitive agreements with respect thereto on the terms and conditions contained in the Financing Letter (without regard to any adverse impact on any of Parent’s corporate default or equivalent credit ratings (whether by Xxxxx’x, Standard & Poor’s or other recognized credit rating agencies)), and on such other terms as Parent and the Lenders shall agree, (ii) to satisfy (or obtain the waiver of) all conditions on a timely basis to obtaining the Financing applicable to each of Parent and Sub set forth in such definitive agreements that are within its control, (iii) to comply in all material respects with its obligations under the Financing Letter (or obtain the waiver thereof) and (iv) to enforce its rights under the Financing Letter. Parent shall give the Company prompt notice upon becoming aware of any material breach of the Financing Letter by a party to the Financing Letter or any termination of the Financing Letter. Parent shall keep the Company informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Financing and provide to the Company, upon its request, copies of the definitive documents related to the Financing (other than fee letters) and shall not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Financing Letter if such amendment, modification or waiver (i) reduces the aggregate amount of Financing, (ii) adversely amends or expands the conditions to the drawdown of the Financing in any respect that could make the conditions less likely to be satisfied by the End Date, (iii) can reasonably be expected to delay the Closing or the date on which the Financing would be obtained or (iv) is otherwise adverse to the interests of the Company in any other respect except with the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). In the event that all conditions in the Financing Letter have been satisfied or, upon funding, will be satisfied, Parent and Sub shall use their reasonable best efforts to cause the Lenders to fund on the Closing Date the Financing required to consummate the Merger and the other Transactions (provided Parent is not required to bring any claims against Lenders to cause the Lenders to fund such Financing). In the event that Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing unlikely to occur in the manner or from the sources contemplated in the Financing Letter, Parent shall immediately notify the Company and Parent and Sub shall use their respective reasonable best efforts to arrange any such portion (other than amounts that are replaced by Parent’s cash on hand) from alternative sources (such portion from alternate sources, the “Alternate Financing”) on terms and conditions, taken as a whole, no less favorable to Parent and Sub. For the avoidance of doubt, in the event that (x) the proceeds from the Senior Notes are not available, (y) all closing conditions contained in Article VII (other than the delivery of a certificate pursuant to Sections 7.02(a) and 7.03(a)) shall have been satisfied or waived and (z) the Bridge Facility and Senior Facility contemplated by the Financing Letter (or Alternate Financing obtained in accordance with this Agreement) and the proceeds thereof are available on the terms and conditions described in the Financing Letter (or replacement thereof), then Parent and Sub shall cause the proceeds of the Bridge Facility to be used in lieu of proceeds from the Senior Notes on the Closing. (b) Prior to the Closing, the Company shall provide, and shall cause the Company Subsidiaries to provide, and shall use its reasonable best efforts to cause its and their officers and employees to provide, on a timely basis, all reasonable costs cooperation requested by Parent and expenses incurred by Landlord that is customary in connection with the purchase, leasing and initial financing arrangement of the Leased Premises includingFinancing or any Alternate Financing to be incurred in connection with the Transactions (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries), without limitationincluding using its commercially reasonable efforts to (i) facilitate the provision of guarantees and pledge of collateral (effective as of the Closing), (ii) provide financial and other pertinent information regarding the reasonable cost Company and the Company Subsidiaries as may be reasonably requested in writing by Parent in order to consummate the Financing or as necessary to satisfy the conditions set forth in the Financing Letter (as in effect on the date of this Agreement), (iii) provide copies of the most recent appraisals, environmental reports, evidence of title (including copies of deeds, lease documentation, title insurance policies and/or commitments for title insurance, title opinions, surveys, and similar information), and similar information with respect to the properties and assets of the Company and the Company Subsidiaries as may be reasonably requested by Parent, (iv) provide other reasonably requested customary certificates or documents, including a customary certificate of the principal financial officer of the Surviving Corporation (in his capacity as such) with respect to solvency matters, (v) request such customary legal fees opinions (which may be reasoned if circumstances require) and customary comfort letters as may be reasonably requested by Parent, (vi) participate in a reasonable number of informational meetings and road show meetings in connection with the Financing and (vii) assist Parent and its financing sources in the preparation of all agreements (including review of schedules for completeness), offering documents, an offering memorandum and other marketing and rating agency materials for the Financing or any such Alternate Financing, it being understood and agreed that information and documents provided by the Company and the Company Subsidiaries may be delivered to agents and lenders under the Financing Letter and their representatives (subject to customary arrangements for confidentiality that are substantially similar to the provisions in the Confidentiality Agreement or reasonably acceptable to the Company); provided that no certificate, document or instrument referred to above shall be effective until the Effective Time and none of the Company or any of the Company Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with the Financing prior to the Effective Time. Parent shall promptly, upon request by the Company, reimburse Company for all out-of-pocket costs (including attorneys’ fees) incurred by the Company or any of the Company Subsidiaries in connection with the cooperation of the Company and the Company Subsidiaries contemplated by this Section 6.14 and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective directors, officers, employees and representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing and Lender’s commitment feeany information used in connection therewith, except with respect to any information provided by the Company or any of the Company Subsidiaries. The Company and the Company Subsidiaries shall afford Parent and its authorized representatives (who shall include agents and lenders under the Financing Letter and their representatives) reasonable access, during normal business hours and upon reasonable notice, to the real property of the Company and the Company Subsidiaries to conduct such investigations and activities as are necessary to consummate the Transactions; provided that any such investigations and activities shall be conducted in such a manner as not to interfere unreasonably with the normal operations of the Company and the Company Subsidiaries. (bc) If Landlord desires For purposes of this Section 6.14, the term “Financing” shall also be deemed to obtain include any Alternative Financing and the term “Financing Letter” shall also be deemed to include any commitment letter (or refinance any Loan, Tenant shall negotiate in good faith similar agreement) with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent respect to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)Alternate Financing.

Financing. (a) Tenant agrees RG shall use its commercially reasonable best efforts to pay obtain the Financing on the terms and conditions (including, if applicable, any "market flex" provisions contained in the related fee letter) described in the Debt Commitment Letters with respect to the conditionality, timing, availability, and aggregate amount of the Financing (including the amounts to be funded thereunder at the Closing). RG shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letters without the Table of Contents Company's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) if such amendment, modification or waiver (i) reduces the aggregate amount of the Financing to an amount below the amount required to satisfy the applicable payment obligations of the Company under this Agreement, (ii) impairs in any material respect the availability of the Financing, (iii) amends the conditions precedent to the Financing in a manner that would reasonably be expected to delay in any material respect or prevent the Closing, or (iv) adversely impacts in any material respect the ability of RG to enforce or cause the enforcement of the rights of RG under the Debt Commitment Letters (provided, that RG may amend, supplement or replace the Debt Commitment Letters to add or replace lenders, lead arrangers, bookrunners, agents or similar entities so long as such action would not reasonably be expected to materially delay or prevent the Closing). RG shall use its commercially reasonable best efforts (i) to maintain in effect the Debt Commitment Letters until the funding of the Financing at or prior to Closing and to negotiate and enter into definitive agreements with respect to the Debt Commitment Letters on the terms and conditions contained in the Debt Commitment Letters (including, if applicable, giving effect to any "market flex" provisions contained in any related fee letter) (or on terms no less favorable (taken as a whole) to RG, as applicable), (ii) to satisfy on a timely basis all reasonable costs conditions to receipt of the Financing that are within RG's control, (iii) upon satisfaction of such conditions and expenses incurred by Landlord the conditions set forth in connection Section 5.1 and Section 5.2, to consummate the Financing at or prior to the Closing (with respect to amounts required to consummate the Merger and make other payments due at such time in accordance with the purchase, leasing terms hereof) and initial financing of (iv) to comply in all material respects with its obligations under the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeDebt Commitment Letters. (b) If Landlord desires any portion of the Financing contemplated by the Debt Commitment Letters becomes unavailable on the terms and conditions (including, if applicable, "market flex" provisions) contemplated by the Debt Commitment Letters, (i) RG shall promptly notify the Company and (ii) RG shall use its commercially reasonable best efforts to arrange and obtain alternative financing from the same or refinance alternative sources in an amount sufficient to consummate the Transactions with terms and conditions that are not materially less favorable in any Loanrespect from the standpoint of RG (as reasonably determined by RG) than the terms and conditions set forth in the Debt Commitment Letters and any related fee letters as promptly as reasonably practicable following the occurrence of such event (the "Alternative Debt Financing"). RG shall promptly provide a true, Tenant correct and complete copy of each alternative financing commitment letter in respect of such Alternative Debt Financing ("New Debt Commitment Letter") to the Company. In the event any New Debt Commitment Letters are obtained, (i) any reference in this Agreement to the "Financing" shall negotiate include the debt financing contemplated by the Debt Commitment Letters as modified pursuant to clause (ii) below, (ii) any reference in good faith with Landlord concerning this Agreement to the "Commitment Letters" or the "Debt Commitment Letter" shall be deemed to include the Debt Commitment Letters that are not superseded by a New Debt Commitment Letters at the time in question and the New Debt Commitment Letters to the extent then in effect, and (iii) any request made reference in this Agreement to "fee letter" shall be deemed to include any fee letter relating to the Debt Commitment Letters that are not superseded by a New Debt Commitment Letters at the time in question and the New Debt Commitment Letters to the extent then in effect. (c) Upon the Company's request, RG shall keep the Company reasonably informed of the status of its efforts to arrange the Financing and provide to the Company copies of the material definitive documents for the Financing. RG shall give the Company prompt notice: (i) of any breach of any material provisions of the Debt Commitment Letters by any Lender party to the Debt Commitment Letters related to the Financing of which RG has knowledge; and (ii) of the receipt of any written notice or proposed Lender other written communication from a financing source for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree the Financing with respect to any change which increases its obligations hereunder in actual breach, default, termination or repudiation by any party to the Debt Commitment Letters or any definitive document related to the Financing or any material respect. In particular, Tenant shall agree, upon request provisions of Landlord, the Debt Commitment Letters or any definitive document related to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights Financing; Table of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender).Contents

Financing. (a) Tenant agrees Dorado shall use its reasonable best efforts to pay take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the financing necessary for the Funds (the “Financing”) on the terms and conditions described in the Commitment Letter, including using its reasonable costs best efforts to (i) satisfy on a timely basis all terms, covenants and expenses incurred conditions set forth in the Commitment Letter; (ii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by Landlord in connection with the purchase, leasing Commitment Letter; (iii) enforce its rights under the Commitment Letter; and initial financing (iv) consummate the Financing on or prior to the Outside Date. Dorado will furnish correct and complete copies of the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeall such definitive agreements to Redfish promptly upon their execution. (b) If Landlord desires Dorado shall keep Redfish informed with respect to obtain all material activity concerning the status of the Financing contemplated by the Commitment Letter and shall give Redfish prompt notice of any material adverse change with respect to such Financing. Without limiting the generality of the foregoing, Dorado agrees to notify Redfish promptly, and in any event within two business days, if at any time (i) the Commitment Letter shall expire or refinance be terminated, rescinded or withdrawn for any Loanreason, Tenant shall negotiate (ii) any financing source that is a party to the Commitment Letter notifies Dorado that such source no longer intends to provide financing to Dorado on the terms set forth therein or (iii) for any reason Dorado no longer believes in good faith with Landlord concerning that it will be able to obtain all or any request made by any Lender or proposed Lender for changes or modifications portion of the Funds on the terms set forth in this Leasethe Commitment Letter. Dorado shall not, provided that Tenant and shall not be obligated permit any of its affiliates to, without the prior written consent of Redfish, take or fail to agree to take any change which increases its obligations hereunder in action or enter into any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financingtransaction, including any subordinationmerger, non-disturbance acquisition, joint venture, disposition, lease, contract or debt or equity financing, that could reasonably be expected to breach or make untrue any representation or warranty contained in the Commitment Letter or otherwise impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter. Dorado shall not amend or alter, or agree to amend or alter, the Commitment Letter in any manner that would prevent, impair or delay the consummation of transactions contemplated by this Agreement without the prior written consent of Redfish. (c) If any portion of the Funds becomes unavailable or the Commitment Letter therefor shall be terminated, rescinded, withdrawn or modified in a manner materially adverse to Dorado for any reason, Dorado shall use its reasonable best efforts to arrange to obtain alternative financing for the Funds from alternative sources (“Alternate Financing”) and attornment agreementto obtain, so long as and, if obtained, will provide Redfish a copy of, a new financing commitment that provides for at least the same do not materially adversely affect amount of the Funds on terms and conditions (including termination rights and funding conditions) no less favorable to Dorado, in the aggregate, than those included in such prior commitment letter (“New Commitment Letter”). To the extent applicable, Dorado shall use its reasonable best efforts to take, or cause to be taken, all action necessary, proper or advisable to arrange promptly and consummate the Alternate Financing on the terms and conditions described in any rightNew Commitment Letter, benefit or privilege including compliance with the provisions of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that paragraphs (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns of this Section 6.11, which shall apply to any New Commitment Letter. Redfish acknowledges that Dorado’s compliance with the provisions of this Section 6.11(c) with respect to Alternate Financing will not constitute a breach of the representations and warranties of Dorado in Section 4.9. (d) Dorado shall publicly announce, not later than the Determination Date, (i) whether or not it has entered into binding definitive agreements for the Financing and (ii) if it has entered into such agreements, whether or not all conditions to the obligations of the lenders to consummate the Financing under such definitive agreements on the Closing Date shall have been satisfied or waived as of the date of such announcement (excluding for this purpose any conditions that by their nature can be subject to any counterclaimsatisfied only at the time of consummation of the Financing, demand provided that such excluded conditions would be satisfied or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lendercapable of satisfaction if the date of such consummation were the date of such announcement).

Financing. (a) Tenant agrees Purchaser and Purchaser Parent shall use their reasonable best efforts to pay take, or cause to be taken, all reasonable costs actions, and expenses incurred by Landlord do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the Financing on the terms and conditions described herein and in connection the Commitment Letter prior to the Outside Date, including (i) maintaining in effect the Commitment Letter, (ii) negotiating definitive agreements with respect to the Financing (the “Definitive Agreements”) consistent with the purchase, leasing terms and initial financing of the Leased Premises conditions contained therein (including, without limitationas necessary, the “flex” provisions contained in any related fee letter) or, if available, on other terms that are acceptable to Purchaser and Purchaser Parent and not materially less favorable, taken as a whole to Purchaser or Purchaser Parent than the terms set forth in the Commitment Letter and would not adversely affect (including with respect to timing) the ability of Purchaser to consummate the transactions contemplated herein and (iii) satisfying on a timely basis all conditions applicable to Purchaser Parent, Purchaser and their respective Subsidiaries in the Commitment Letter and the Definitive Agreements. Each of Purchaser and Purchaser Parent shall use its reasonable cost of appraisalsbest efforts to comply with its obligations, environmental reportsand shall enforce its rights under the Commitment Letter and Definitive Agreements, title insuranceincluding by seeking specific performance, surveys, legal fees in each case in a timely and expenses and Lender’s commitment feediligent manner. (b) If Landlord desires Each of Purchaser and Purchaser Parent shall not, without the prior written consent of Sellers, (i) permit any amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter if such amendment, modification or waiver would reasonably be expected to (A) prevent or delay the Closing Date from occurring, (B) reduce the aggregate amount of the Financing, (C) adversely affect the ability of Purchaser or Purchaser Parent to enforce its rights against other parties to the Commitment Letter or the Definitive Agreements as so amended or modified, relative to the ability of Purchaser or Purchaser Parent to enforce its rights against such other parties to the Commitment Letter as in effect on the date hereof or in the Definitive Agreements or (D) make the funding of the Financing materially less likely to occur, other than (x) a waiver of any closing conditions by Financing Sources or their agents or (y) to add Financing Sources, lead arrangers, bookrunners syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof; or (ii) release, terminate or consent to the release or termination of the obligations of any Financing Sources or other Persons under the Commitment Letter. Purchaser and Purchaser Parent shall promptly (but in any event within two (2) days of receipt of any such proposed amendment, modification, waiver, release, termination or consent, or notice thereof) deliver to Sellers copies of any such proposed amendment, modification, waiver, release, termination or consent. (c) In the event that any portion of the Financing becomes unavailable, regardless of the reason therefor, each of Purchaser and Purchaser Parent shall (i) use its reasonable best efforts to obtain alternative debt financing (in an amount sufficient, when taken together with Purchaser’s and Purchaser Parent’s cash and marketable securities on hand and the available portion of the Financing, to consummate the transactions contemplated by this Agreement and to pay related fees and expenses) from the same or refinance other sources and which do not include any Loanconditions to the consummation of such alternative debt financing that are more onerous to Purchaser and Purchaser Parent than the conditions set forth in the Financing and are otherwise on terms no less favorable to Purchaser and Purchaser Parent than such unavailable Financing (including the “flex” provisions) and (ii) promptly (but in any event within two (2) days of receipt of notice of the unavailability of all or any portion of the Financing) notify Sellers of such unavailability and, Tenant to Purchaser’s knowledge, the reason therefor. For the purposes of this Section 6.10, the term “Commitment Letter” shall negotiate be deemed to include any commitment letter (or similar agreement) with respect to any alternative financing arranged in compliance herewith (and any Commitment Letter remaining in effect at the time in question) and the term “Financing” shall be deemed to include any financing contemplated by any commitment letter as permitted by this Section 6.10 to be amended or modified or replaced by any alternative financing arranged in compliance herewith. Purchaser and Purchaser Parent shall provide Sellers with prompt (but in any event within two (2) days of receipt of notice regarding any of the items hereinafter set forth) written notice if (A) to the Knowledge of Purchaser, there exists any breach or default by any party to the Commitment Letter, any letter or agreement related thereto or the Definitive Agreements or any termination of the obligations of any Financing Sources or other Persons under the Commitment Letter, (B) Purchaser or Purchaser Parent receives any written notice or other written communication from any Financing Source or other source with respect to any actual or threatened breach, default, termination or repudiation by any party to any Commitment Letter or the Definitive Agreements of any provision thereof or (C) for any reason, Purchaser or Purchaser Parent no longer believes in good faith that it will be able to obtain all or any portion of the Financing contemplated by the Commitment Letter on the terms described therein. Purchaser and Purchaser Parent shall keep Sellers reasonably informed of the status of its efforts to consummate the Financing. (d) Prior to the Closing, Sellers shall use their reasonable best efforts to provide, and to cause their respective Representatives (other than their lenders) to use their reasonable best efforts to provide, upon reasonable notice from Purchaser and at reasonable times, all customary cooperation in connection with Landlord concerning the arrangement, syndication and consummation of the Financing (including any equity financing) contemplated by the Commitment Letter, which shall be limited to the following: (i) using their reasonable best efforts to furnish to Purchaser, Purchaser Parent and Financing Sources, as promptly as practicable, the Required Information; (ii) participating in a reasonable number of meetings (including conference calls with the parties acting as agents, lead arrangers, lead bookrunners for the Financing (including any equity financing) and senior management and the employees, investment bankers, attorneys, accountants and other Representatives of Purchaser or Purchaser Parent), drafting sessions, due diligence sessions and sessions with ratings agencies, in each case that are customary for financings of a type similar to the Financing (including any equity financing), in each case, at times and locations mutually agreed upon and upon reasonable advance notice; (iii) assisting in a commercially reasonable manner Purchaser, Purchaser Parent and their Financing Sources in the preparation of any offering documents, prospectus, syndication documents and materials, including confidential information memoranda, private placement memoranda, offering memoranda, lender and investor presentations, bank information memoranda, rating agency materials and similar documents contemplated therein as reasonably requested by Purchaser or Purchaser Parent and customary for financings of a type similar to the Financing (including any equity financing) (collectively, the “Offering Documentation”); (iv) reasonably cooperating with the marketing efforts of Purchaser, Purchaser Parent and Financing Sources for any of such Financing (including any equity financing); (v) subject to the occurrence of the Closing, executing and delivering any customary representation and authorization letters to accountants and auditors, customary closing certificates and any other certificates, letters and documents, in each case as may be reasonably requested by Purchaser or Purchaser Parent and customary for financings of a type similar to the Financing (including any equity financing); (vi) using reasonable best efforts to facilitate the obtaining of (A) audit reports, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information for the Purchased Assets, in each case as may be reasonably requested by Purchaser and customary for financings of a type similar to the Financing (including any equity financing), for inclusion in any Offering Documentation, and (B) subject to the occurrence of the Closing, legal opinions of internal and local legal counsel, in each case as reasonably requested by Purchaser and customary for financings similar to the Financing; (vii) subject to the occurrence of the Closing, otherwise reasonably facilitating the granting of a security interest (and perfection thereof) in collateral, the pay-off of Existing Debt and the release of related Liens, guarantees and other security interests, in each case as may be reasonably requested by Purchaser and customary for financings of a type similar to the Financing; (viii) at times and locations mutually agreed upon and upon reasonable advance notice, permitting the Financing Sources and lenders involved in the Financing to conduct due diligence, collateral audits and appraisals and evaluate the Purchased Assets for the purposes of consummating the Financing and establishing collateral arrangements as of the Closing (and providing all relevant information or documentation, in each case as may be reasonably requested and customary for financings of a type similar to the Financing); (ix) subject to the occurrence of the Closing, using commercially reasonable efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments, in each case as may be reasonably requested by Purchaser or Purchaser Parent and customary for financings of a type similar to the Financing (including any equity financing); and (x) taking all corporate actions, subject to the occurrence of the Closing, necessary and reasonably requested by Purchaser or Purchaser Parent to permit the consummation of the Financing on the Closing Date to consummate the transactions contemplated by this Agreement; provided, that (A) all material, non-public information regarding the Purchased Assets and Sellers and their Affiliates provided to Purchaser, Purchaser Parent, any lender or Financing Source or any other Person pursuant to this Section 6.10 that is not disclosed in the Offering Documentation shall be kept confidential by them in accordance with the terms of the Confidentiality Agreement, in the case of Purchaser or Purchaser Parent, or a confidentiality agreement on terms substantially identical to those set forth in the Confidentiality Agreement or customarily used in connection with financing transactions similar to the Financing, in the case of any other Person, and (B) none of any Seller or any of its Affiliates shall be required to (i) commit to take any action that is not contingent upon the Closing (including the entry into any agreement) or that would be effective prior to the Closing that would otherwise subject any of them to actual or potential Liability or fee, cost or expense in connection with the Financing or (ii) take any action to the extent that it would, in Sellers’ reasonable, good faith judgment, (x) unreasonably interfere with the business or operations of Sellers or their Affiliates, (y) violate any applicable Law or (z) be reasonably likely to result in the waiver of any attorney-client privilege, the unauthorized disclosure of any trade secrets of third parties or the breach of any applicable confidentiality obligations; provided, further, that Purchaser and Purchaser Parent shall promptly upon request made by Sellers (but in any event within two (2) days of receipt of such request), reimburse Sellers for all reasonable and documented out-of-pocket third-party costs and expenses (including reasonable attorneys’ fees) incurred by Sellers and their Affiliates and each of their respective officers, directors, member of management, employees and other Representatives in connection with the cooperation contemplated by this Section 6.10. Purchaser and Purchaser Parent shall indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses suffered or incurred by any Lender of them in connection with the arrangement of the Financing, including any action taken in accordance with this Section 6.10, and any information utilized in connection therewith (other than such Losses solely relating to or proposed Lender for changes arising out of the gross negligence or modifications willful misconduct of Sellers as determined by the final non-appealable judgment of a court of competent jurisdiction). (e) Notwithstanding anything in this LeaseAgreement to the contrary, provided the Parties acknowledge and agree that Tenant Purchaser’s obligation to consummate the transactions contemplated by this Agreement shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request conditioned on Purchaser’s or Purchaser Parent’s receipt of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights proceeds of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide the Financing or any other consent or statement and shall execute any and all other documents that such Lender requires financing undertaken in connection with such financing, including any subordination, non-disturbance therewith and attornment agreement, so long as Purchaser and Purchaser Parent reaffirm their obligations to consummate the same do not materially adversely affect any right, benefit or privilege of Tenant under transactions contemplated by this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance Agreement on the terms and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaimthe conditions set forth herein, demand regardless of the availability of, or offsets which Tenant may have against Landlord (except for any Escrow Payments the ability to obtain, the Financing or Net Award actually held the compliance by Lender)Sellers with the provisions of this Section 6.10.

Financing. (a) Tenant Parent acknowledges and agrees that the Company (prior to pay all reasonable costs the Effective Time) and expenses incurred by Landlord its affiliates and their respective directors, officers, employees, agents and Representatives shall not have any responsibility for, or incur any liability to any person under, any financing that Parent may raise in connection with the purchasetransactions contemplated by this Agreement or any cooperation provided pursuant to this Section 6.11 and that Parent and Acquisition Sub shall indemnify and hold harmless the Company and its affiliates and their respective directors, leasing officers, employees, agents and initial financing Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Financing and any information utilized in connection therewith (other than information provided in writing specifically for such use by or on behalf of the Leased Premises including, without limitation, the reasonable cost Company or any of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeits affiliates). (b) If Landlord desires Each of Parent and Acquisition Sub shall use, and shall cause their affiliates to use, their respective reasonable best efforts to (i) arrange and obtain the proceeds of the Financing on the terms and conditions described in the Financing Commitments, (ii) enter into definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments or refinance any Loanon other terms and conditions not in violation of this Section 6.11 and (iii) satisfy on a timely basis all conditions applicable to Parent, Tenant shall negotiate Acquisition Sub or their affiliates in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications such definitive agreements. Anything in this LeaseAgreement to the contrary notwithstanding, Parent and Acquisition Sub shall be permitted to amend, modify or supplement the Financing Commitments or replace any portion of the Financing Commitments with new financing commitments, including through co-investment or by financing from one or more additional parties, provided that Tenant Parent and Acquisition Sub shall not permit any amendment, supplement or modification to be obligated made to, or any waiver of any provision or remedy under, or replacement of, the Financing Commitments, if such replacement (including through co-investment by or financing by one or more additional parties), amendment, supplement, modification or waiver would reasonably be expected to agree prevent, delay or impede in any material respect the ability of Parent and Acquisition Sub to consummate the Offer and the Merger or the likelihood of consummation thereof or is adverse to the interests of the Company prior to the Closing in any other material respect; and in any event, Parent shall disclose to the Company promptly its intention to amend, modify, supplement or replace any portion of the Financing Commitments and shall keep the Company reasonably promptly informed of the terms thereof, including providing the most recent drafts of commitment letters containing any material new or modified term as of and no later than two (2) Business Days prior to any change which increases scheduled expiration of the Offer. (c) Parent and Acquisition Sub shall use their respective reasonable best efforts to cause the lenders that are party to the Debt Commitment Letters and any other persons providing Financing to fund at or immediately after the Effective Time the Financing required to consummate the Offer and the Merger and the other transactions contemplated by this Agreement and the Financing Commitments, if all conditions to the Financing are satisfied or waived (or will be satisfied or waived upon funding) and all the conditions to the Offer in Annex I are satisfied or waived. For the avoidance of doubt, Parent shall make all funds available to Acquisition Sub as are required for it to perform its obligations hereunder (including with respect to the consummation of the Offer and the payment for shares tendered thereby). (d) In the event that any portion of the Financing becomes or could become unavailable in the manner or from the sources contemplated in the Financing Commitments, (A) Parent shall promptly so notify the Company and (B) Parent and Acquisition Sub shall use their respective reasonable best efforts to arrange to obtain any such portion (or any lesser portion that is sufficient to consummate the Offer and the Merger) from alternative sources on terms and conditions not less beneficial to Parent and Acquisition Sub than the terms and conditions in the Financing Commitments, and with such other terms and conditions as would be in compliance with the last sentence of Section 6.11(b), as promptly as practicable following the occurrence of such event, including by entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the first sentence of this Section 6.11(d) or Section 6.11(b)(ii) being referred to as the “Financing Agreements”). Parent and Acquisition Sub shall, shall cause their affiliates to, and shall use their respective reasonable best efforts to cause their Representatives to, comply with their obligations, and satisfy on a timely basis the conditions to consummating the Offer and the Merger, under the Financing Agreements and any related fee and engagement letters. (e) Parent shall (x) furnish the Company complete, correct and executed copies of the Financing Agreements promptly upon their execution, (y) give the Company prompt notice of any material respect. In particularbreach or threatened breach by any party of any of the Financing Commitments, Tenant shall agree, upon request any alternative financing commitment or the Financing Agreements of Landlord, to supply which Parent or Acquisition Sub becomes aware or any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent termination or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord threatened termination thereof and (bz) Lender and otherwise keep the Company reasonably informed of the status of its assigns will not be subject efforts to arrange the Financing (or any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lenderreplacement thereof).

Financing. (a) Tenant agrees Parent shall use its reasonable best efforts to pay take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the financing necessary to consummate the Transactions (the “Debt Financing”) on the terms and conditions described in the Debt Commitment Letter, including using reasonable costs best efforts to (i) satisfy on a timely basis all terms, covenants and expenses incurred conditions set forth in the Debt Commitment Letter; (ii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by Landlord in connection with the purchase, leasing Debt Commitment Letter; (iii) enforce its rights under the Debt Commitment Letter; and initial financing (iv) consummate the Debt Financing at or prior to the Effective Time. Parent will furnish correct and complete copies of all such definitive agreements to the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeCompany promptly upon their execution. (b) If Landlord desires Parent shall keep the Company informed with respect to obtain all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letter and shall give the Company prompt notice of any material adverse change with respect to such Debt Financing. Without limiting the foregoing, Parent agrees to notify the Company promptly, and in any event within two Business Days, if at any time (i) any Debt Commitment Letter shall expire or refinance be terminated for any Loanreason, Tenant shall negotiate (ii) any financing source that is a party to any Debt Commitment Letter notifies Parent that such source no longer intends to provide financing to Parent on the terms set forth therein, or (iii) for any reason Parent no longer believes in good faith with Landlord concerning that it will be able to obtain all or any request made portion of the Financing contemplated by any Lender or proposed Lender for changes or modifications in this Leasethe Debt Commitment Letter on the terms described therein. Parent shall not, provided that Tenant and shall not be obligated permit any of its Affiliates to, without the prior written consent of the Company, take or fail to agree to take any change which increases its obligations hereunder in action or enter into any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financingtransaction, including any subordinationmerger, non-disturbance acquisition, joint venture, disposition, lease, contract or debt or equity financing, that could reasonably be expected to breach or make untrue any representation or warranty contained in the Commitment Letters or otherwise impair, delay or prevent consummation of the Financing contemplated by any of the Debt Commitment Letter. Parent shall not amend or alter, or agree to amend or alter, any Debt Commitment Letter in any manner that would prevent or materially impair or delay the consummation of Transactions without the prior written consent of the Company. (c) If any portion of the Debt Financing becomes unavailable on the terms and attornment agreementconditions contemplated in the Debt Commitment Letter or any Debt Commitment Letter shall be terminated or modified in a manner materially adverse to Parent for any reason, so long as Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions (“Alternate Financing”) and to obtain, and, if obtained, will provide the Company with a copy of, a new financing commitment that provides for at least the same do not materially adversely affect amount of financing as such Debt Commitment Letter as originally issued and on terms and conditions (including termination rights and funding conditions) no less favorable to Parent or Merger Sub than those included in such Debt Commitment Letter (the “New Commitment Letter”). To the extent applicable, Parent shall use its reasonable best efforts to take, or cause to be taken, all things necessary, proper or advisable to arrange promptly and consummate the Alternate Financing on the terms and conditions described in any rightNew Commitment Letter, benefit or privilege of Tenant including using reasonable best efforts to (i) satisfy on a timely basis all terms, covenants and conditions set forth in the New Commitment Letter; (ii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the New Commitment Letter; (iii) enforce its rights under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord the New Commitment Letter; and (biv) Lender and its assigns will not be subject consummate the Alternate Financing at or prior to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)the Closing.

Financing. (a) Tenant agrees Each of Parent, Intermediate Sub and Merger Sub shall use their respective reasonable best efforts to pay complete the Debt Financing on the terms and conditions described in the Debt Financing Commitments as promptly as practicable but in any event on or before the Outside Date, including using their respective reasonable best efforts to (i) negotiate definitive agreements with respect thereto (A) on the terms and conditions contained in the Debt Financing Commitments or (B) on other terms and conditions that (x) do not impose any conditions other than those set forth in the Debt Financing Commitments (the “Debt Financing Conditions”), or adversely change in any material respect any Debt Financing Condition, and (y) would not reasonably be expected to prevent, materially delay or materially impair the ability of Parent, Intermediate Sub or Merger Sub to consummate the Transactions on or before the Outside Date, (ii) satisfy on a timely basis all reasonable costs conditions applicable to Parent, Intermediate Sub and/or Merger Sub in such definitive agreements that are within their control and expenses incurred by Landlord (iii) not permit any amendment or modification to be made to, or any waiver of, any material provision or remedy under the Debt Financing Commitments, if such amendment, modification or waiver (A) imposes any new or additional conditions or adversely changes in connection with any material respect any Debt Financing Condition or (B) would reasonably be expected to prevent, materially delay or materially impair the purchaseability of Parent, leasing and initial financing of Intermediate Sub or Merger Sub to consummate the Leased Premises including, without limitation, Transactions on or before the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeOutside Date. (b) If Landlord desires all or a portion of the Debt Financing becomes unavailable in accordance with the terms of the Debt Financing Commitments, then (i) Parent shall notify the Company promptly and (ii) Parent, Intermediate Sub and Merger Sub shall use their respective reasonable best efforts to obtain any such portion from alternative sources as promptly as practicable following the occurrence of such event, on terms that would not reasonably be expected to prevent, materially delay or refinance materially impair the ability of Parent, Intermediate Sub or Merger Sub to consummate the Transactions on or before the Outside Date (the “Alternative Financing”), and to obtain a new financing commitment letter related to such Alternative Financing (the “Alternative Financing Commitment”). If applicable, each of Parent, Intermediate Sub and Merger Sub shall use their respective reasonable best efforts to take, or cause to be taken, all actions and things necessary, proper or advisable to arrange promptly and consummate the Alternative Financing on the terms and conditions described in the Alternative Financing Commitment as promptly as practicable but in any Loanevent on or before the Outside Date, Tenant shall including using reasonable best efforts to (A) negotiate definitive agreements with respect to the Alternative Financing (such definitive agreements, or any definitive agreements entered into under Section 7.09(a), the “Financing Agreements”) (x) on the terms and conditions contained in good faith with Landlord concerning the Alternative Financing Commitment or (y) on other terms and conditions that (I) do not impose any request made by any Lender new or proposed Lender for changes additional conditions, or modifications in this Lease, provided that Tenant shall not be obligated to agree to any adversely change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlordrespect any existing conditions, to supply the receipt of the Alternative Financing as set forth in the Alternative Financing Commitments and (II) would not reasonably be expected to prevent, materially delay or materially impair the ability of Parent, Intermediate Sub or Merger Sub to consummate the Transactions on or before the Outside Date, (B) satisfy on a timely basis all conditions applicable to Parent, Intermediate Sub and Merger Sub in such definitive agreements that are within their control, and (C) upon satisfaction of such conditions, to use their respective reasonable best efforts to cause the funding of such Alternative Financing. (c) Parent, Intermediate Sub and Merger Sub shall, and shall use their respective reasonable best efforts to cause their respective Representatives to, comply in all material respects with the terms of the Debt Financing Commitments, any such Lender with such notices Alternative Financing Commitment, the Financing Agreements and any related fee and engagement letters. Parent shall (i) furnish to the Company complete, correct and executed copies of the Financing Agreements promptly upon their execution and (ii) otherwise keep the Company reasonably informed of the status of Parent’s efforts to arrange the Debt Financing or the Alternative Financing, as applicable, including providing to the Company copies of Financing Agreements in substantially final form following the negotiation thereof. (d) Prior to the Effective Time, the Company shall provide, and shall cause its subsidiaries to, and shall use their reasonable information as Tenant is required best efforts to give to Landlord hereunder cause their respective Representatives, including legal and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is accounting, to, provide all cooperation reasonably requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires Parent in connection with such financingthe Debt Financing or any Alternative Financing, including, without limitation: (i) reasonable participation in a reasonable number of meetings, presentations, and due diligence sessions with respect to the definitive financing arrangements for the Debt Financing or any Alternative Financing; (ii) assistance with the preparation of customary materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and financial statements and similar documents required in connection with the Debt Financing or any Alternative Financing; (iii) execution and delivery of any pledge and security documents and other similar documents, other definitive financing documents, and other certificates and documents to be executed and delivered by the Company or any of its subsidiaries as may be reasonably requested by Parent (including a certificate of the chief financial officer of the Company or any subordinationsubsidiary with respect to solvency matters) and otherwise facilitate the pledging of collateral, non-disturbance and attornment agreement, in each case so long as not effective until on or after the same do Effective Time; (iv) furnishing Parent and its Debt Financing or Alternative Financing sources with readily-available historical financial and other pertinent information regarding the Company as may be reasonably requested by Parent, including all historical financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), and of the type and form customarily included in private placements under Rule 144A under the Securities Act, to consummate the Debt Financing or any Alternative Financing transaction executed in connection with the Transactions; (v) using reasonable best efforts to assist Parent in obtaining accountants’ comfort letters, legal opinions, surveys and title insurance as may be reasonably requested by Parent or the lenders under the Debt Financing Commitments or any Alternative Financing Commitment; (vi) permit the prospective lenders involved in the Debt Financing or any Alternative Financing to evaluate the Company’s current assets and cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements; (vii) so long as not materially adversely affect effective until on or after the Effective Time, establish bank and other accounts and blocked account agreements and lock box arrangements in connection with any rightsuch collateral arrangements; (viii) providing assistance in extinguishing existing Indebtedness of the Company and its subsidiaries and releasing liens securing such Indebtedness, benefit in each case to take effect at the Effective Time; and (ix) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Debt Financing or privilege any Alternative Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately after the Effective Time. The Company shall cause its officers, in their capacities as officers, to deliver such customary management representation letters as any audit firm may request in connection with any comfort letters or similar documents required in connection with the Debt Financing or any Alternative Financing. The Company hereby consents to the use of Tenant its and its subsidiaries’ logos in connection with the Debt Financing or any Alternative Financing, provided, that, such logos are used in a manner that is not intended to nor reasonably likely to harm or disparage the Company or the reputation or goodwill of the Company or any of its subsidiaries and its or their marks. Nothing contained in this Section 7.09 or otherwise shall require the Company or any of its subsidiaries to be an issuer or other obligor with respect to the Debt Financing or any Alternative Financing prior to the Effective Time. Nothing contained in this Section 7.09 or otherwise shall require the Company or any of its subsidiaries to pay any Transaction Costs related to the Debt Financing or any Alternative Financing other than the Transaction Costs related to such cooperation under this Lease Section 7.09(d). Nothing in this Section 7.09 or otherwise shall require the Company or any of its subsidiaries or their respective Representatives to provide cooperation to the extent such cooperation materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance interferes with or disrupts the ongoing operations of the Company and attornment agreement may require Tenant to confirm its subsidiaries. (e) The Company agrees that (ai) Lender and its assigns will not be liable for any misrepresentationAction involving JPMorgan Chase Bank, act N.A. (“Chase”) arising out of or omission relating to the Merger, the Debt Financing or the performance of Landlord and any services thereunder (ba “Debt Financing Action”) Lender and its assigns will not shall be subject to the exclusive jurisdiction of a state or Federal court sitting in the County of New York, State of New York (a “New York County Court”), (ii) it will not, and it will not permit any counterclaimof its subsidiaries to, demand bring or offsets which Tenant may have against Landlord support anyone else in bringing any Debt Financing Action in any court, other than a New York County Court, (except for iii) it waives any Escrow Payments or Net Award actually held right to trial by Lenderjury in respect of any such Debt Financing Action, (iv) Chase and its Affiliates are third party beneficiaries of the limitations on remedies and damages contained in Article IX hereof and (v) Chase and its Affiliates are express third-party beneficiaries of the provisions of this Section 7.09(e).

Financing. ‌ (a) Tenant agrees Subject to pay all the terms and conditions of this Agreement (including Section 4.12), Investor shall use its reasonable costs best efforts to arrange for the Company to obtain the proceeds of the Debt Financing on the terms and expenses incurred conditions (including the “flex” provisions) described in the Debt Financing Commitment and the Fee Letter, including using its reasonable best efforts to (i) except as otherwise permitted by Landlord this Section 4.11(a), maintain in connection effect the Debt Financing Commitment in accordance with the purchaseterms and subject to the conditions thereof, leasing and initial financing (ii) assist in the satisfaction on a timely basis (giving effect to the anticipated timing of the Leased Premises includingMarketing Period) of all conditions applicable to the Company in obtaining the Debt Financing at the Closing set forth therein (including consummating the Equity Financing on the terms set forth in the Equity Financing Commitment at or prior to Closing), and (iii) negotiate definitive agreements with respect to the Debt Financing on the terms and conditions (including the “flex” provisions) contemplated by the Debt Financing Commitment and the Fee Letter (provided that, upon request by ITW, Investor shall provide copies thereof to ITW on a current basis and consider in good faith any changes or comments thereto proposed by ITW and otherwise keep ITW reasonably informed on a current basis of the status of its efforts to arrange the Debt Financing and afford ITW and the Company reasonable opportunity to attend and participate in any scheduled meetings or negotiations relating to the Debt Financing). Investor shall not, and shall not agree with Guarantor to, enter into any amendment, supplement or other modification of, or waive any of its rights under, the Equity Financing Commitment. Investor may, without limitationthe consent of ITW, (x) amend, replace or modify the Debt Financing Commitment and the Fee Letter to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities or (y) otherwise amend, replace or modify, or consent to any waiver of any provision or remedy under, the Debt Financing Commitment, except for any amendment, replacement, modification, consent or waiver set forth in Schedule 4.11, each of which shall require the prior written consent of ITW, which, upon request, shall be promptly given or denied. For the avoidance of doubt, nothing contained herein shall prevent Investor from or reducing the total amount of funds available under the Debt Financing, provided that, in either case, the representations and warranties set forth in the last sentence of Section 3.6 remain true and correct. Investor shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to closing in Section 6.2 (other than those conditions that by their nature will not be satisfied until the Closing and subject to and in accordance with the terms of the Equity Financing Commitment). Subject to the terms and conditions of this Agreement (including Section 4.12), in the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment, Investor shall promptly notify ITW and shall use its reasonable cost best efforts to arrange for alternative financing from alternative sources (1) in an amount such that the aggregate funds that would be available to the Company at the Closing will be sufficient to perform its obligations hereunder, (2) with conditions to closing and funding which are not, when taken as a whole, more onerous than those in the Debt Financing Commitment, and (3) which shall not (subject to clause (y) of appraisalsthe second sentence of this Section 4.11) include terms that would require ITW’s consent pursuant clause (y) of the second sentence of this Section 4.11. Investor shall promptly (upon reasonable request by ITW) deliver to ITW true and complete copies of all drafts of any alternative financing commitments (and consider in good faith any changes or comments thereto reasonably proposed by ITW) and all final agreements pursuant to which any such alternative source shall have committed to provide Investor with any portion of the Debt Financing. For purposes of this Section 4.11, environmental reportsSection 3.6 and Section 4.12, title insurancereferences to “Debt Financing” shall include the financing contemplated by the Debt Financing Commitment as permitted by this Section 4.11 to be amended, surveysmodified or replaced and references to “Debt Financing Commitment” and “Fee Letter” shall include such documents as permitted by this Section 4.11 to be amended, legal fees modified or replaced, in each case from and expenses and Lender’s commitment feeafter such amendment, modification or replacement. (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications Nothing contained in this LeaseAgreement or otherwise shall require, provided and in no event shall the reasonable best efforts of Investor be deemed or construed to require, Investor to bring any enforcement action against any source of the Financing to enforce its rights under the Financing Commitments, except that Tenant (i) Investor shall not enforce, including by bringing suit for specific performance, the Equity Financing Commitment solely if ITW seeks and is granted a decree of specific performance of the obligations pursuant to the terms of this Agreement to cause the Equity Financing to be obligated funded to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder fund the Investment and to extend consummate the rights of Landlord hereunder Investment after all conditions to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires the granting therefor set forth in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (aSection 10.3(b) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord have been satisfied and (bii) Lender and following a written request by ITW, Investor shall use its assigns will not be reasonable best efforts to enforce (including by litigation) its rights under the Debt Financing Commitment to cause the Financing Sources thereunder to, subject to any counterclaimthe terms and conditions of the Debt Financing Commitment and the satisfaction or waiver of the conditions in ARTICLE VI hereof, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)fund the applicable portion of the Debt Financing at the Closing.

Financing. Buyer shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to arrange the Financing on the terms and conditions expressly described in the Commitment Letters, including using reasonable best efforts to: (a) Tenant agrees maintain in effect the commitment for the Financing set forth in the Commitment Letters on terms and conditions no less favorable to pay all reasonable costs and expenses incurred Buyer (when taken as a whole) than those contemplated by Landlord in connection with the purchase, leasing and initial financing of the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment fee. Commitment Letters (bincluding after giving effect any related flex provisions) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender negotiate and its assigns will enter into definitive agreements with respect thereto on the terms and conditions in the aggregate not materially less favorable to Buyer (when taken as a whole) than the terms and conditions expressly contemplated by the Commitment Letters (including after giving effect any related flex provisions) or on other terms that would not reasonably be expected to prevent or substantially delay Buyer’s ability to consummate the Closing or would add new (or adversely modify any existing) conditions to the consummation of the Debt Financing as compared to those in the Debt Commitment Letter as in effect on the Agreement Date. Buyer shall give Seller prompt notice (and in any event no later than three (3) Business Days following) of (i) any breach in any material respect by any party of any Commitment Letter of which Xxxxx becomes aware that would reasonably be expected to prevent or substantially delay the availability of the Financing that is required to consummate the Closing, (ii) if and when Buyer becomes aware that any portion of the Financing that is required to consummate the Closing contemplated by any Commitment Letter would reasonably be expected to not be subject available to consummate the Contemplated Transaction, and (iii) of any counterclaimtermination of any Commitment Letter. If any portion of the Debt Financing becomes unavailable on the terms and conditions expressly contemplated in the Debt Commitment Letter, demand which unavailability would reasonably be expected to prevent or offsets which Tenant may have against Landlord substantially delay Buyer’s ability to consummate the Closing, Buyer shall use reasonable best efforts to obtain alternative financing, including from alternative sources in an amount sufficient for Buyer to consummate the Closing, with terms and conditions not materially less favorable to Buyer (except for when taken as a whole) than the terms and conditions expressly set forth in the Debt Commitment Letter (the “Alternative Financing”). Buyer shall not permit any Escrow Payments material amendment, restatement, amendment and restatement, supplement or Net Award actually held modification of the Debt Commitment Letter, or any waiver of any material provision or remedy thereunder to the extent that such amendment, restatement, amendment and restatement, supplement, modification or waiver (i) adds new (or adversely modifies any existing) conditions to the consummation of the Debt Financing as compared to those in the Debt Commitment Letter as in effect on the Agreement Date or (ii) reduces the aggregate amount of the Debt Financing if such reduction would reasonably be expected to prevent or substantially delay Buyer’s ability to consummate the Closing, in each case, without the prior written consent of Seller. Notwithstanding the foregoing, compliance by Lender)Buyer with this Section 6.10 shall not relieve Buyer of its obligation to consummate the Contemplated Transaction, whether or not the Financing or the Alternative Financing is available.

Financing. Parent and Purchaser are not permitted to make any amendment, modification, supplement, or replacement to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the consent of Xxxxxxxxx that (ai) Tenant agrees to pay all reasonable costs and expenses incurred by Landlord in connection with reduces the purchase, leasing and initial financing aggregate amount of the Leased Premises includingDebt Financing, without limitation(ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect, or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing or the consummation of the Offer, the reasonable cost Merger and the other transactions contemplated by the Merger Agreement or (B) adversely impact the ability of appraisalsParent or Purchaser to enforce its rights against the other parties to the Debt Commitment Letter or the definitive agreements with respect to the Debt Commitment Letter (the “Definitive Financing Agreements”). Parent and Purchaser may amend or replace the Debt Commitment Letter to add or replace lenders, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment fee. (b) If Landlord desires to obtain arrangers or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other transactions, or adversely impact Parent’s or Purchaser’s ability to enforce its rights under the Debt Commitment Letter. Parent and Purchaser have agreed 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 reasonably necessary, to arrange and obtain the Debt Financing on the terms and subject to the conditions set forth in the Debt Commitment Letter by the Acceptance Time, including by using their reasonable best efforts (i) to maintain in effect the Debt Commitment Letter, (ii) to negotiate and enter into the Definitive Financing Agreements on the terms and conditions contained in the Debt Commitment Letter or on other terms that would not reasonably be expected to materially prevent or delay the Offer, the Merger, and the other transactions contemplated by the Merger Agreement or the date on which the Debt Financing could be obtained or make the funding of the full amount of the Debt Financing less likely to occur on or prior to the Acceptance Time, (iii) to comply on a timely basis with (or obtain any waiver of) their covenants and obligations set forth in, and satisfy (or obtain a waiver of) on a timely basis all conditions to the funding in, the Debt Commitment Letter and the Definitive Financing Agreements, in each case, as necessary to consummate the transactions contemplated by the Merger Agreement and satisfy all obligations of Parent and Purchaser pursuant to the Merger Agreement. In the event that all conditions contained in the Commitment Letter or the Definitive Financing Agreements have been satisfied, Parent will cause the debt providers thereunder to comply with their respective obligations. If, prior to the Effective Time, (i) the Debt Commitment Letter is terminated for any reason, (ii) Parent or Purchaser becomes aware of any material breach or default by any party to the Debt Commitment Letter or any Definitive Financing Agreement, (iii) a counterparty provides notice that it will not provide, or it refuses to provide, all or any portion of the Debt Financing contemplated by the Debt Commitment Letter on the terms set forth in the Debt Commitment Letter, or (iv) any portion of the Debt Financing becomes unavailable for any reason, Parent has agreed to (A) use reasonable best efforts to obtain alternative debt financing from the same do or other sources and which does not materially adversely affect include any rightconditions to the consummation of such alternative debt financing that are more onerous than the conditions set forth in the Debt Commitment Letter and Definitive Financing Agreements, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (bB) Lender promptly notify Xxxxxxxxx of such unavailability and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)the reason therefor.

Financing. (aA) Tenant agrees Parent has delivered to the Company a true, accurate and complete copy of an executed equity commitment letter, dated as of March 20, 2022, as amended by that certain Amendment to Equity Commitment Letter, dated as of the Amendment Date, by and among Parent and Sponsor, including all exhibits, schedules, annexes and amendments thereto (the “Equity Commitment Letter”), pursuant to which, and subject to the terms and conditions of which, Sponsor has committed to provide the amounts set forth therein to Parent for the purpose of funding the Required Amount (such committed equity financing, the “Equity Financing”). (B) (i) As of the Amendment Date, the Equity Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and (ii) the Equity Commitment Letter, in the form so delivered, constitutes a legal, valid and binding obligation of Parent or Merger Sub, as applicable, and Sponsor, enforceable against the parties thereto in accordance with its terms except as enforceability may be affected by applicable Enforceability Limitations. The Equity Commitment Letter is the only agreement relating to the Equity Financing as of Amendment Date. Other than as expressly set forth in the Equity Commitment Letter, there are no other agreements, side letters, or arrangements, conditions precedent or other contingencies relating to the Equity Commitment Letter that would reasonably be expected to impair the amount, availability or conditionality of the Equity Financing. The Equity Commitment Letter provides that the Company is an express third-party beneficiary of the Equity Commitment Letter in connection with Company’s exercise of its rights under Section 9.6 of the Merger Agreement. (C) As of Amendment Date, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub, as applicable, under any term of the Equity Commitment Letter or, would (i) make any of the assumptions or any of the statements set forth in the Equity Commitment Letter inaccurate in any material respect, (ii) result in any of the conditions in the Equity Commitment Letter not being satisfied or (iii) otherwise result in the Equity Financing not being available on the Closing Date. Assuming satisfaction of the conditions set forth in Sections 7.1 and 7.2 of the Merger Agreement, as of the Amendment Date, each of Parent and Merger Sub has no reason to believe that any of the conditions in the Equity Commitment Letter will fail to be satisfied on a timely basis or that the full amount of the Equity Financing will not be available to be funded at the Effective Time. (D) The aggregate proceeds from the Equity Financing constitute all of the financing required for the consummation of the Merger and the other Transactions, and are sufficient in amount for Parent or Merger Sub, as applicable, to pay the Merger Consideration payable for all reasonable costs and expenses incurred by Landlord Company Shares in connection with the purchaseTransaction, leasing and initial financing any other amounts required to be paid at Closing in connection with the consummation of the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment fee. Transactions (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute including any and all other documents that such Lender requires payments with respect to Company Stock Options or Company RSUs payable under this Agreement at Closing) and, together with the Company’s cash on hand as of the Closing Date, all associated fees, costs and expenses in connection with such financingthe Merger and the other Transactions, including any subordinationthe Equity Financing, non-disturbance and attornment agreementin each case, so long as to the same do not materially adversely affect any rightextent required to be paid on the Closing Date (collectively, benefit or privilege the “Required Amount”). The only conditions precedent related to the obligations of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant Sponsor to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission fund the full amount of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)the Equity Financing are expressly set forth in the Equity Commitment Letter.

Financing. (a) Tenant agrees Parent shall use its reasonable best efforts to pay take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper to consummate and obtain the Financing on the terms and conditions described in the Debt Commitment Letter by the Closing, including using reasonable costs best efforts to (i) maintain in effect and expenses incurred comply in all material respects with its obligations under the Debt Commitment Letter, (ii) satisfy on a timely basis all conditions to the funding of the Financing set forth in the Debt Commitment Letter or the definitive financing agreements and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by Landlord the Debt Commitment Letter (including after giving effect to any “market flex” provisions in connection with the purchaseFinancing) or, leasing if available, on other terms that are acceptable to Parent and initial financing would not adversely affect in any material respect (including with respect to timing and conditionality) the ability of Parent, OpCo and Merger Sub to consummate the transactions contemplated herein (the “Debt Financing Agreements”). Parent shall keep the Company informed on a regular basis and in reasonable detail of the Leased Premises includingstatus of its efforts to arrange the Financing. Without limiting the effect of the foregoing, without limitationParent shall give the Company prompt notice of (i) any material breach or default by any other party to the Debt Commitment Letter or the Debt Financing Agreements of which Parent becomes aware, (ii) the reasonable cost receipt of appraisalsany written notice or other written communication with respect to any actual or potential breach, environmental reportsdefault, title insurancetermination or repudiation by any party to the Debt Commitment Letter or any Debt Financing Agreement or any provision thereof or any material dispute or disagreement between or among any parties to the Debt Commitment Letter or any Debt Financing Agreement with respect to the obligations to fund the Financing or the amount of the Financing to be funded at the Closing, surveys, legal fees and expenses and Lender’s commitment fee(iii) the expiration or termination for any reason of the Debt Commitment Letter or the commitments thereunder or if for any reason all or any portion of the Financing becomes unavailable. (b) If Landlord desires Parent shall not, and shall not permit OpCo or Merger Sub to, agree to obtain or refinance permit any Loantermination, Tenant shall negotiate in good faith with Landlord concerning amendment, replacement, supplement or other modification of, or waive any request made by any Lender of its material rights under, the Debt Commitment Letter or proposed Lender for changes or modifications in this Lease, provided that Tenant the Debt Financing Agreements without the Company’s prior written consent (which consent shall not be obligated unreasonably withheld, conditioned or delayed); provided that Parent, OpCo and Merger Sub may, without the Company’s prior written consent (i) enter into any amendment, replacement, supplement or other modification to agree or waiver of any provision of the Debt Commitment Letter or the Debt Financing Agreements that does not (w) reduce the aggregate amount of net cash proceeds from the Financing below the amounts otherwise required to any change which increases its obligations be paid by Parent, OpCo or Merger Sub hereunder in any material respect. In particularcash, Tenant shall agree, upon request (x) impose new or additional conditions to the funding of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including (y) adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Debt Financing Agreements or (z) otherwise contain any subordinationprovisions that would reasonably be expected to prevent, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease delay or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act impede the consummation of the Financing or omission of Landlord the Transactions; and (bii) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender).amend the

Financing. (a) Tenant agrees Subject to pay all reasonable costs the terms and expenses incurred conditions of this Agreement and the Financing Letters, each of Parent and Merger Sub shall not, without the prior written consent of the Company, permit or grant any withdrawal, rescindment, amendment, replacement, supplement, consent or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Letters or any definitive agreement relating to the Debt Financing if such withdrawal, rescindment, amendment, replacement, supplement, consent, modification or waiver would, or would reasonably be expected to (i) reduce the aggregate amount of the Debt Financing to an amount such that Parent and Merger Sub would not have the Required Funds (after taking into account funds otherwise available from internally generated cash flow); (ii) impose new or additional conditions or other terms or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing (including expanding the information required to be provided by Landlord the Company) or any other terms to the Debt Financing in a manner that would reasonably be expected to (A) materially delay or prevent the Closing; or (B) make the timely funding of the Debt Financing, or the satisfaction of the conditions to obtaining the Debt Financing, materially less likely to occur in any respect; or (iii) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights against the other parties to the Financing Letters or the definitive agreements with respect thereto. Parent shall promptly furnish to the Company a true and complete copy of any amendment, replacement, supplement, modification, consent or waiver relating to the Financing Letters or any definitive agreements relating to the Debt Financing. Any reference in this Agreement to (1) the “Debt Financing” will include the financing contemplated by the Financing Letters as amended or modified and (2) “Debt Commitment Letters” or “Financing Letters” will include such documents as amended or modified. Parent shall not release or consent to the termination of any individual lender under the Debt Commitment Letters, except for (x) assignments and replacements of an individual lender under the terms of, and only in connection with with, the purchase, leasing and initial financing syndication of the Leased Premises including, without limitation, Debt Financing under the reasonable cost Debt Commitment Letters; or (y) replacements of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment fee. (b) If Landlord desires the Debt Commitment Letters with alternative financing commitments pursuant to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by LenderSection 5.14(d).

Financing. (a) Tenant agrees Parent shall use, and shall cause its Affiliates to pay all use, their respective reasonable costs best efforts to (i) arrange and expenses incurred by Landlord in connection with obtain the purchase, leasing and initial financing proceeds of the Leased Premises includingFinancing on the terms and conditions described in the Financing Commitments, without limitation(ii) enter into definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments or on other terms and conditions not in violation of this Section 6.13 and (iii) satisfy on a timely basis all conditions applicable to Parent, Merger Sub or their Affiliates in such definitive agreements. Anything in this Agreement to the contrary notwithstanding, Parent shall be permitted to amend, modify or supplement the Financing Commitments or replace any portion of the Financing Commitments with new financing commitments, including through co-investment or by financing from one or more additional parties, provided that Parent shall not permit any amendment, supplement or modification to be made to, or any waiver of any provision or remedy under, or replacement of, the reasonable cost Financing Commitments, if such replacement (including through co-investment by or financing by one or more additional parties), amendment, supplement, modification or waiver would reasonably be expected to prevent, delay or impede in any material respect the ability of appraisalsParent and Merger Sub to consummate the Merger or is adverse to the interests of the Company prior to the Closing in any other material respect; and in any event, environmental reportsParent shall disclose to the Company promptly its intention to amend, title insurancemodify, surveyssupplement or replace any portion of the Financing Commitments and shall keep the Company reasonably promptly informed of the terms thereof, legal fees and expenses and Lender’s including providing the most recent drafts of commitment feeletters containing any material new or modified terms. (b) If Landlord desires Parent shall use its reasonable best efforts to cause the lenders that are party to the Debt Commitment Letters and any other persons providing Financing to fund at or immediately after the Effective Time the Financing required to consummate the Merger and the other transactions contemplated by this Agreement and the Financing Commitments, if all conditions to the Financing are satisfied or waived (or will be satisfied or waived upon funding). (c) In the event that any portion of the Financing becomes unavailable in the manner or from the sources contemplated in the Financing Commitments (whether or not permitted hereunder), (A) Parent shall promptly so notify the Company and (B) Parent shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources on terms and conditions not less beneficial to Parent than the terms and conditions in the Financing Commitments, and with such other terms and conditions as would be in compliance with the last sentence of Section 6.13(a), as promptly as practicable following the occurrence of such event, including by entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the first sentence of this Section 6.13(c) or refinance Section 6.13(a)(ii) being referred to as the “Financing Agreements”). Parent shall cause its Affiliates to, and shall use its reasonable best efforts to cause their Representatives to, comply with their obligations, and satisfy on a timely basis the conditions to consummating the Merger, under the Financing Agreements and any Loanrelated fee and engagement letters. (d) Parent shall (x) furnish the Company complete, Tenant shall negotiate in good faith with Landlord concerning correct and executed copies of the Financing Agreements promptly upon their execution, (y) give the Company prompt notice of any request made material breach or threatened breach by any Lender party of any of the Financing Commitments, any alternative financing commitment or proposed Lender for changes the Financing Agreements of which Parent becomes aware or modifications any termination or threatened termination thereof and (z) otherwise keep the Company reasonably informed of the status of its efforts to arrange the Financing. (e) Neither Parent nor Merger Sub shall, without the prior written consent of the Company, consent to or enter into (a) any amendment, modification or waiver of any material provision or remedy under, the Debt Commitment Letters if such amendment, modification or waiver (x) reduces the cash amount of the funding commitments under the Debt Commitment Letters (unless such reduction of the financing commitments under the Debt Commitment Letters is matched with a corresponding equivalent increase of the financing commitment under the Equity Commitment Letter), (y) would significantly delay the consummation of the transactions contemplated hereby, or (z) amends, supplements or otherwise modifies the conditions precedent set forth in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder the Debt Commitment Letters in any material respect. In particularmanner that is adverse to Parent or the Company or otherwise adversely affects the ability of Parent or Merger Sub to consummate the transactions contemplated hereby, Tenant shall agree(b) any amendment, upon request modification or waiver of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend term of the rights Equity Commitment Letter (except any amendment that solely increases the amount of Landlord hereunder to any such Lender and to consent to such the equity financing if such consent is requested by such Lender. Tenant shall provide thereunder without amending or modifying any other consent term of the Equity Commitment Letter) or statement (c) a termination of the Financing Commitments; provided, however, that for the avoidance of doubt, Parent and shall execute any and all other documents Merger Sub may amend the Debt Commitment Letters to add lenders, syndication agents or similar entities that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, have not executed the Debt Commitment Letters as of the date hereof so long as such amendment does not reduce, relieve or waive any obligation of the same do not materially adversely affect any right, benefit or privilege parties to the Debt Commitment Letters as of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)the date hereof.

Financing. (a) Tenant agrees Parent shall use its commercially reasonable efforts to pay take, or cause Merger Sub to take, all actions and to do, or cause Merger Sub to do, all things reasonably necessary, proper or advisable to arrange, and consummate in a timely manner, the Financing on the terms and conditions described in the Financing Commitments (provided that, subject to the provisions of this Section 6.14(a), Parent and Merger Sub may replace or amend the Debt Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Financing Commitments as of the date hereof, or otherwise so long as such replacement or amendment would not adversely impact in any material respect the ability of Parent or Merger Sub to consummate the transactions contemplated hereby), including using commercially reasonable costs efforts to (i) maintain in effect the Financing Commitments, subject to the foregoing replacement and expenses incurred amendment rights, (ii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the Financing set forth in the Financing Commitments that are within their control, (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by Landlord the Financing Commitments or on other terms acceptable to Parent that would not adversely impact in any material respect the ability of Parent or Merger Sub to consummate the transactions contemplated hereby, and (iv) consummate the Financing at or prior to the Closing Date, but in no event later than the Outside Date (including using commercially reasonable efforts to cause the lenders and other Persons providing the Financing to provide such financing). Parent shall not and shall cause Merger Sub not to, without the prior written consent of the Company, amend, modify or supplement (including in the definitive documents) (x) any of the conditions or contingencies to funding contained in the Financing Commitments, or (y) any other provision of the Financing Commitments, in either case to the extent such amendment, modification or supplement could reasonably be expected to have the effect of materially adversely affecting the ability of Parent or Merger Sub to timely consummate the transactions contemplated hereby. In the event that any portion of the Financing contemplated by the Financing Commitments becomes unavailable other than due to the breach of representations and warranties or covenants of the Company or a failure of a condition to be satisfied by the Company after providing notice to the Company and a reasonable opportunity to cure, Parent and Merger Sub shall notify Company and use their commercially reasonable efforts to arrange alternative financing from the same or other sources on terms not less beneficial to Parent and Merger Sub (as determined in the reasonable judgment of Parent), and in an amount sufficient to timely (taking into account the Outside Date) consummate the transactions contemplated hereby on the terms and conditions set forth herein. In the event all conditions applicable to the Financing Commitments (other than in connection with the purchaseDebt Financing, leasing and initial financing the availability or funding of the Leased Premises includingEquity Financing) have been satisfied, without limitation, Parent and Merger Sub shall use their commercially reasonable efforts to cause the lenders and the other Persons providing such Financing to fund the Financing required to consummate the Merger on the Closing Date. Parent and Merger Sub shall use their commercially reasonable cost efforts to satisfy on or before the Closing all requirements of appraisals, environmental reports, title insurance, surveys, legal fees the definitive agreements pursuant to which the Financing will be obtained. Parent and expenses Merger Sub shall give the Company prompt notice of any breach by any party to the Financing Commitments of which either Parent or Merger Sub becomes aware or any termination of any of the Financing Commitments. Parent and Lender’s commitment feeMerger Sub shall keep the Company informed on a reasonably current basis in reasonable detail of the status of the Financing. (b) If Landlord desires Prior to obtain the Closing, the Company shall provide to Parent and Merger Sub, and shall cause its Subsidiaries to, and shall use commercially reasonable efforts to cause the respective officers, employees and advisors, including legal and accounting, of the Company and its Subsidiaries to, provide to Parent and Merger Sub all cooperation reasonably requested by Parent that is necessary, proper or refinance advisable in connection with the Financing or any Loanalternative financing, Tenant shall negotiate including (i) participation in good faith meetings, presentations, road shows, due diligence sessions and sessions with Landlord concerning rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and similar documents required or advisable in connection with the Debt Financing or any alternative financing, including execution and delivery of customary representation letters in connection with bank information memoranda, (iii) as promptly as practical, furnishing Parent and its Debt Financing or alternative financing sources with financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent and its Debt Financing sources or alternative financing sources, including all financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in a registration statement on Form S-1 (or any applicable successor form) under the Securities Act for a public offering or private placements pursuant to Rule 144A under the Securities Act, as applicable (including, to the extent applicable with respect to such financial statements, the report of the Company’s auditors thereon and related management discussion and analysis of financial condition and results of operations) to consummate the offering(s) of debt securities contemplated by the Debt Financing Commitments or any alternative financing, or as otherwise required in connection with the Debt Financing or any alternative financing and the transactions contemplated by this Agreement or as otherwise necessary in order to receive customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering(s) of debt securities contemplated by the Debt Financing Commitments or any alternative financing, (iv) taking all actions reasonably necessary to permit the lenders involved in the Financing or any alternative financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements, and (v) taking all corporate actions reasonably necessary to permit the consummation of the Debt Financing or any alternative financing and to permit the proceeds thereof, together with the cash at the Company and its Subsidiaries, to be made available to the Company on the Closing Date to consummate the Merger. Parent shall, promptly upon request made by the Company, reimburse the Company for all out-of-pocket accounting costs incurred by the Company or its Subsidiaries in connection with the performance of the provisions of this Section 6.14(b). The Company hereby consents to the reasonable use of its and its Subsidiaries’ logos in connection with the Debt Financing or any Lender or proposed Lender for changes or modifications in this Leasealternative financing, provided that Tenant shall such logos are used solely in a manner that is not be obligated intended to agree nor reasonably likely to harm or disparage the Company or any change which increases of its obligations hereunder in Subsidiaries or the reputation or goodwill of the Company or any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender its Subsidiaries and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)their marks.

Financing. (a) Tenant agrees to pay all reasonable costs and expenses incurred by Landlord in connection During the Pre-Closing Period, Parent may execute Subscription Agreements with the purchase, leasing and initial financing of the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeEquity Investors. (b) If Landlord desires Subject to the terms and conditions of this Agreement, during the Pre-Closing Period, Parent shall use, and shall cause its Affiliates to use, its reasonable best efforts to obtain or refinance the proceeds of the Financing on the terms and conditions described in the Commitment Letters, including using reasonable best efforts to (i) negotiate definitive agreements with respect to the Committed Financing (the “Definitive Debt Agreements”) consistent with the terms and conditions contained in the Debt Commitment Letter, (ii) satisfy (or, if deemed advisable by Parent, obtain the waiver of) on a timely basis all conditions in the Subscription Agreements, Debt Commitment Letter, Fee Letter and such Definitive Debt Agreements that are within its control (including payment of all fees and expenses) and comply with its obligations thereunder, (iii) maintain in effect the Subscription Agreements, Debt Commitment Letter and Fee Letter in accordance with their terms and (iv) diligently enforce all of its rights under the Subscription Agreements and Debt Commitment Letter (and any Loandefinitive agreements related thereto), Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Leaseprovided, provided however, that Tenant Parent shall not be obligated required to agree bring any enforcement action against any Equity Financing Sources or Debt Financing Source to enforce its rights under the applicable Financing. Parent shall not and shall cause its Affiliates not to take or refrain from taking, directly or indirectly, any change action that could reasonably be expected to result in a default under or failure of any of the conditions contained in, or materially impair, delay or prevent consummation of the Financing contemplated by the Subscription Agreements and the Debt Commitment Letter or in any Definitive Debt Agreement related to the Committed Financing. (c) Subject to the terms hereof, Parent shall use, and shall cause its Affiliates to use, reasonable best efforts to comply with its obligations, and enforce its rights, under the Commitment Letters. Parent shall give Seller prompt notice of any material breach by any party to the Commitment Letters of which increases Parent has become aware or any termination (or alleged or purported termination) of the Commitment Letters. Parent shall keep Seller informed on a reasonably current basis in reasonable detail of the status of its obligations hereunder efforts to obtain the proceeds of the Financing and shall not permit any amendment or modification to, or any waiver of any material provision or remedy under, the Commitment Letters entered into at or prior to the date hereof if such amendment, modification, waiver or remedy (i) would materially delay the occurrence of the Closing, (ii) reduces the aggregate amount of the Financing, (iii) adds or imposes new conditions or amends the existing conditions to the drawdown of the Financing or (iv) is adverse to the interests of Seller, in each case, in any material respect. Notwithstanding the foregoing, failure to obtain the Cash Equity shall not relieve Parent of its obligation to consummate the transactions contemplated by this Agreement, whether or not the Cash Equity is available. (d) In particularthe event that any portion of the Committed Financing becomes unavailable on the terms and conditions (including any “flex provisions”) contemplated in the Debt Commitment Letter and the Fee Letter, Tenant shall agreeregardless of the reason therefor, upon request and such portion of Landlord, to supply any such Lender with such notices and reasonable information as Tenant the Committed Financing is required to give fund the transactions contemplated by this Agreement on the Closing Date, Parent will (i) as promptly as practicable following the occurrence of such event, use its reasonable best efforts to Landlord hereunder obtain alternative financing (the “Alternative Financing”) (in an amount sufficient, when taken together with any then-available Financing pursuant to any then-existing Debt Commitment Letter, the then-existing Fee Letter and available cash of Parent, to consummate the transactions contemplated by this Agreement and to extend pay related fees and expenses earned, due and payable as of the rights Closing Date) on terms not less favorable in the aggregate to the Buyer Group than those contained in either the Debt Commitment Letter and the Fee Letter that the Alternative Financing would replace (taking into account any flex provisions) from the same or other sources and which do not include any incremental conditionality to the consummation of Landlord hereunder such Alternative Financing that are more onerous to Parent, Seller and the Atlas Companies (in each case, in the aggregate) than the conditions set forth in the Debt Commitment Letter (as applicable) in effect as of the date of this Agreement and (ii) immediately notify Seller of such unavailability and the reason therefor. Notwithstanding anything in this Agreement to the contrary, under no circumstances shall Parent or its Affiliates be obligated to provide Financing. (e) For purposes of the foregoing Section 6.17(a) through Section 6.17(d), (i) the term “Debt Commitment Letter” shall be deemed to include any commitment letter (or similar agreement) with respect to any such Lender Alternative Financing (that is debt financing) arranged in compliance herewith (and any Debt Commitment Letter remaining in effect at the time in question), (ii) the term “Fee Letter” shall be deemed to consent include any fee letter (or similar agreement) and engagement letter (or similar agreement) with respect to such financing if such consent any Alternative Financing arranged in compliance with this Section 6.17(e), (iii) the term “Debt Financing Sources” shall be deemed to include any Debt Financing Sources providing the Alternative Financing (that is requested by such Lenderdebt financing) arranged in compliance herewith, (iv) the term “Subscription Agreement” shall be deemed to include any subscription agreement with respect to any Alternative Financing (that is equity financing) arranged in compliance herewith (and any Subscription Agreements remaining in effect at the time in question) and (v) the term “Equity Financing Sources” shall be deemed to include any Equity Financing Sources providing the Alternative Financing (the is equity financing) arranged in compliance herewith. Tenant Parent shall keep Seller reasonably informed on a reasonably current basis of the status of its efforts to consummate the Financing. Parent shall provide Seller with prompt written notice of any other consent material breach, threatened material breach or statement and shall execute material default by any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject party to any counterclaimSubscription Agreement, demand the Debt Commitment Letter or offsets the Definitive Debt Agreements of which Tenant may have against Landlord (except for Parent gains knowledge and the receipt of any Escrow Payments written notice or Net Award actually held other written communication from any Equity Financing Sources or Debt Financing Sources with respect to any material breach, threatened material breach or material default or, termination or repudiation by Lender)any party to any Subscription Agreement, Debt Commitment Letter or the Definitive Debt Agreements or any provision thereof.

Financing. (a) Tenant agrees Buyer shall use commercially reasonable efforts to pay take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Financing Commitments, including commercially reasonable costs efforts to (i) maintain in effect the Financing Commitments, (ii) satisfy on a timely basis all conditions applicable to Buyer to obtaining the Debt Financing, (iii) enter into definitive agreements with respect thereto on terms and expenses incurred conditions contained in the Financing Commitments (including any “flex” provisions) (or other terms that would not materially and adversely impact the ability of Buyer to timely consummate the transactions contemplated hereby) and (iv) consummate the Debt Financing at or prior to the Closing (including by Landlord taking enforcement actions against the lenders and other persons providing the Debt Financing to fund such financing). Buyer shall not agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Debt Financing, in connection with each case, without Stockholders’ Representative’s prior written consent (which consent shall not be unreasonably withheld or delayed), except any such amendment, supplement or other modification to the purchaseFinancing Commitments that would not involve any conditions to funding the Debt Financing that are not contained in the Financing Commitments, leasing and initial financing would not reasonably be expected to prevent, materially impede or materially delay the consummation of the Leased Premises includingDebt Financing or the transactions contemplated by this Agreement (it being understood that, subject to the requirements of this sentence, such amendment, supplement or other modification of the Financing Commitments may provide for the assignment of a portion of the Financing Commitment to additional agents or arrangers and the granting to such persons of approval rights as are customarily granted to additional agents or arrangers) shall be permitted hereunder without limitationStockholders’ Representative’s prior written consent (which consent shall not be unreasonably withheld or delayed). Upon any such amendment, supplement or modification of the reasonable cost of appraisalsFinancing Commitments in accordance with this Section 6.6(a), environmental reportsBuyer shall provide a copy thereof to Stockholders’ Representative and the term “Financing Commitments” shall mean the Financing Commitments as so amended, title insurance, surveys, legal fees and expenses and Lender’s commitment feesupplemented or modified. (b) If Landlord desires In the event all or any portion of the Debt Financing becomes unavailable on the terms and conditions described in or contemplated by the Financing Commitments for any reason, Buyer shall use commercially reasonable efforts to arrange to obtain or refinance alternative financing from alternative sources (the “Alternative Financing”) in an amount sufficient to consummate the transactions contemplated by this Agreement. (c) Buyer shall give Stockholders’ Representative prompt written notice of any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made breach by any Lender party of the Financing Commitments (or proposed Lender commitments for changes any Alternative Financing) of which Buyer becomes aware or modifications any termination of the Financing Commitments (or commitments for any Alternative Financing). Buyer shall keep Stockholders’ Representative informed on a current basis in reasonable detail of the status of its efforts to arrange the Debt Financing (or Alternative Financing) and provide to Stockholders’ Representative copies of all documents related to the Debt Financing (or Alternative Financing). (d) Prior to the Closing, the Company shall provide to Buyer, and shall cause its Subsidiaries to provide to Buyer, all cooperation reasonably requested by Buyer that is necessary, proper or advisable in connection with the Debt Financing and the other transactions contemplated by this LeaseAgreement. In furtherance thereof, the Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that Tenant shall such logos are used solely in a manner that is not be obligated intended to agree nor reasonably likely to harm or disparage the Company or any change which increases of its obligations hereunder in Subsidiaries or the reputation or goodwill of the Company or any material respectof its Subsidiaries and its or their marks. In particularBuyer shall, Tenant shall agree, promptly upon request of Landlordby the Company, to supply any such Lender with such notices and reimburse the Company for all reasonable information as Tenant is required to give to Landlord hereunder and to extend out-of-pocket costs incurred by the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent Company or statement and shall execute any and all other documents that such Lender requires its Subsidiaries in connection with such financing, including any subordination, non-disturbance cooperation. Buyer shall indemnify and attornment agreement, so long as hold harmless the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender Company and its assigns will not be liable for Subsidiaries and Affiliates from and against any misrepresentation, act and all Losses suffered or omission incurred by them in connection with the arrangement of Landlord the Debt Financing and any information utilized in connection therewith (b) Lender and other than information provided by the Company or its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by LenderSubsidiaries).

Financing. (a) Tenant agrees Xxxx shall use its reasonable best efforts to, and to pay cause its Affiliates to, take or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions described in the Commitment Letters, including using (and causing its Affiliates to use) its reasonable costs best efforts to: (i) maintain in effect the Commitment Letters until definitive agreements with respect thereto are executed, (ii) enter into definitive agreements with respect thereto on substantially the terms and expenses incurred conditions (including flex provisions) contained in the Commitment Letters no later than the Closing, (iii) satisfy, or cause the satisfaction of, on a timely basis all conditions and covenants applicable to Xxxx or its Representatives in such definitive agreements and otherwise comply with its obligations thereunder, (iv) comply with any flex contemplated by Landlord the Debt Commitment Letters (including any fee letters relating thereto), (v) in connection with the purchaseevent that all conditions herein to Xxxx’x obligation to consummate the Transaction and all conditions in the Debt Commitment Letters have been satisfied, leasing consummate the Debt Financing at the Closing and initial financing of (vi) cause the Leased Premises includinglenders and any other Persons providing Financing to fund the Financing at or prior to the Closing; provided, without limitationthat nothing in this Agreement shall require Xxxx to, or to cause its Affiliates to, bring any Action (including for specific performance) against the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeFinancing Sources. (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant Xxxx shall not be obligated to agree to any change which increases its obligations hereunder amendments or modifications to, or grant any waivers of, any condition, remedy or other provision under the Commitment Letters without the prior written consent of Visteon (not to be unreasonably withheld, delayed or conditioned) if such amendments, modifications or waivers would reduce the aggregate amount of the Financing (including by changing the amount of fees to be paid or (if applicable) original issue discount of the Debt Financing) to an amount below the amount that is required to consummate the Transaction, impose new or additional conditions or otherwise (i) expand in any respect the conditions precedent or contingencies to the funding at Closing or prevent, delay in any material respectrespect or impair the ability of Xxxx to consummate the Transaction and the other transactions contemplated by this Agreement, (ii) adversely impact the ability of Xxxx to enforce its rights against the other parties to the Commitment Letters or (iii) adversely impact the ability of Xxxx to consummate the Transaction and the other transactions contemplated hereby. In particular, Tenant Xxxx shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to not release or consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent the termination of the obligations of the lenders under the Debt Commitment Letters, except for assignments and replacements of an individual lender (subject to Section 4.16(c)) under the terms of or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, the syndication of the Debt Commitment Letters (so long as the same do assignment or replacement of such additional parties, individually or in the aggregate, would not materially adversely affect result in any rightof the effects described in the first sentence of this Section 4.16(b) or otherwise reasonably be expected to prevent or delay in any material respect or impair the availability of the financing under the Debt Commitment Letters or the consummation of the transactions contemplated by this Agreement). For purposes of this Agreement, benefit (1) “Financing” shall be deemed to include the financing contemplated by the Financing Commitments as amended, modified or privilege of Tenant under waived pursuant to this Lease or materially increase Tenant’s obligations under this Lease. Such subordinationSection 4.16 (including any Alternative Financing), nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b2) Lender the term “Financing Commitments” shall be deemed to include the Financing Commitments as may be amended, modified or waived pursuant to this Section 4.16 and its assigns will not be subject any commitment letters with respect to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)the Alternative Financing.

Financing. (a) Tenant agrees Each of Parent and Merger Sub shall use its reasonable best efforts to pay all obtain, or cause to be obtained, the proceeds of the Financing on the terms and conditions described in the Commitment Letters, including using its reasonable costs and expenses incurred by Landlord best efforts with respect to (i) maintaining in connection effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Financing (the “Definitive Agreements”) consistent with the purchaseterms and conditions contained in the Commitment Letters or, leasing if available, on other terms that are acceptable to Parent and initial financing would not adversely affect (including with respect to timing) the ability of Parent and its Affiliates to consummate the Leased Premises includingtransactions contemplated herein, without limitationand (iii) satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters have been satisfied (or upon funding will be satisfied), each of Parent and Merger Sub shall use its reasonable best efforts to timely cause the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees Lenders and expenses and Lender’s commitment feeEquity Investors to fund the Financing. (b) If Landlord desires Parent shall not, without the prior written consent of the Special Committee, (i) terminate the Commitment Letters, unless the Commitment Letters are replaced in a manner that would not conflict with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, either Commitment Letter if such amendment, modification, waiver, or replacement (w) would (1) add any material new condition to either Financing Commitment (or modify any existing condition in a manner materially adverse to Parent or Merger Sub) or otherwise that would be reasonably expected to materially adversely affect the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or the likelihood of Parent and Merger Sub doing so, or (2) be reasonably expected to make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing materially less likely to occur, (x) reduces the aggregate amount of the Financing (including by increasing the aggregate amount of fees to be paid in respect of the Financing), (y) would materially adversely affect the ability of Parent or any of its Affiliates to enforce its rights against other parties to either such Commitment Letter or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, or (z) would reasonably be expected to prevent, impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement. (c) In the event that any portion of the Financing becomes unavailable, regardless of the reason therefor, Parent shall (i) promptly notify the Special Committee of such unavailability and the reason therefor and (ii) use its reasonable best efforts to obtain as soon as possible following the occurrence of such event, alternative financing (in an amount sufficient to replace such unavailable Financing) from the same or refinance other sources and on terms and conditions no less favorable in the aggregate to the Parent than such unavailable Financing. (d) Parent shall provide the Special Committee with prompt oral and written notice (i) of (x) any Loanmaterial breach or default by any party to the Commitment Letters or the Definitive Agreements or any termination of the Commitment Letters, Tenant shall negotiate (y) the receipt of any written notice or other written communication to Parent or any of its Affiliates from any Lender or Equity Investor, or other financing source with respect to any actual or threatened breach, default, termination or repudiation by any party to the Commitment Letters or the Definitive Agreements or any provision thereof or (z) any material dispute or disagreement between or among Parent and any of its Affiliates, on the one hand, and the Lenders and Equity Investors, on the other hand, or, to the Knowledge of Parent, among any Lenders or Equity Investors to the Commitment Letters or the Definitive Agreements with respect to the obligation to fund any of the Financing or the amount of the Financing to be funded at Closing, and (ii) if at any time for any reason Parent or any of its Affiliates believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms and conditions, in the manner or from the sources contemplated by the Commitment Letters or the Definitive Agreements. Parent shall keep the Special Committee reasonably informed on a current basis of the status of its efforts to consummate the Financing. (e) Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement shall (i) confer upon the Company, its stockholders or any of their respective Affiliates any right or cause of action against the Lenders or their current or future Representatives (collectively, the “Lender Related Parties”) or with Landlord concerning respect to the Debt Financing Commitment, the Debt Commitment Letter or any request made by other agreement related thereto or (ii) require the Merger Sub, the Parent or any of their Affiliates to bring any legal proceeding against any Lender or proposed Lender Related Party for changes any reason, including with respect to the Debt Financing Commitment, the Debt Commitment Letter or modifications any other agreement related thereto. Notwithstanding anything contained in this LeaseAgreement to the contrary, provided that Tenant shall the Company, on behalf of itself and its Affiliates and any Person claiming by, through or on behalf of the Company, (x) hereby waives any claims or rights against any Lender or Lender Related Party relating to or arising out of this Agreement, the Debt Financing Commitment, the Debt Commitment Letter and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, (y) hereby agrees not be obligated to agree to bring any change which increases its obligations hereunder in legal proceeding against any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such or Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires Related Party in connection with this Agreement, the Debt Financing Commitment, the Debt Commitment Letter and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and (z) hereby agrees to cause any legal proceeding asserted against any Lender or Lender Related Party by any such financingPerson in connection with this Agreement, including the Debt Financing Commitment, the Debt Commitment Letter and the transactions contemplated hereby and thereby to be dismissed or otherwise terminated, in each case, solely in their capacity as a Lender or Lender Related Party. In furtherance and not in limitation of the foregoing waivers and agreements, it is acknowledged and agreed that no Lender or Lender Related Party shall have any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable liability for any misrepresentationclaims or damages to Company, act its stockholders or omission any of Landlord their respective Affiliates in connection with this Agreement, the Debt Financing Commitment, the Debt Commitment Letter and (b) Lender the transactions contemplated hereby and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)thereby.

Financing. (a) Tenant Parent shall obtain the Equity Financing contemplated by the Equity Commitment Letters upon satisfaction or waiver of the conditions to the Closing set forth in Section 9.1 [(Conditions to the Obligations of the Company, Parent and Merger Sub)] and Section 9.2 [(Conditions to the Obligations of the Company)]. Parent shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Equity Commitment Letters without the prior written consent of the Company. Parent acknowledges and agrees that its obligations to pay all reasonable costs and expenses incurred consummate the transactions contemplated by Landlord this Agreement are not conditioned or in connection with any way contingent upon or otherwise subject to, receipt of the purchaseEquity Financing or other financing or the availability, leasing and initial grant, provision or extension of any Equity Financing or other financing of the Leased Premises includingParent or any of its Affiliates. Neither Parent nor Merger Sub shall, nor shall they permit any of their Affiliates to, without limitationthe prior written consent of the Company, take or fail to take any action or enter into any transaction that could reasonably be expected to materially impair, delay or prevent the reasonable cost consummation of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feethe Equity Financing contemplated by the Equity Commitment Letters. (b) If Landlord desires Prior to obtain the earlier of the Closing or refinance termination of this Agreement in accordance with Section 10.1 [(Termination)], the Company agrees to use commercially reasonable efforts to provide such cooperation as may be reasonably requested by Parent, at Parent’s expense and solely as an accommodation to Parent, in connection with the arrangement of any Loanfinancing to be consummated with respect to the transactions contemplated by this Agreement; provided that (i) such requested cooperation does not (A) unreasonable interfere with the ongoing operations of the Company, Tenant shall negotiate in good faith with Landlord concerning the MIC Hawaii Companies and their respective Affiliates, (B) cause any request made by any Lender representation, warranty covenant or proposed Lender for changes or modifications agreement in this LeaseAgreement to be breached; or (C) cause any closing condition set forth in Article VIII to fail to be satisfied or otherwise causes the breach of this Agreement or any Contract to which MIC or any of the MIC Subsidiaries or the Company or any of the MIC Hawaii Companies is a party; and, provided provided, further, that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request the effect of Landlord, to supply any such Lender with such notices breach shall be excluded when determining if the conditions set forth in Section 9.1 [(Conditions to the Obligations of the Company, Parent and reasonable information as Tenant is required Merger Sub)] and Section 9.2 [(Conditions to give the Obligations of the Company)] are satisfied, (ii) this Section 8.17(b) does not expand any of Parent’s rights under Section 8.1 [(Access to Landlord hereunder Information Concerning Properties and to extend Records)] and (iii) none of the rights of Landlord hereunder to Company, the MIC Hawaii Companies and their respective Affiliates shall have any such Lender and to consent liability or obligation under any agreement or document related to such financing if such consent is requested by such Lender. Tenant shall provide or otherwise be required to incur any other consent liability or statement and shall execute any and all other documents that such Lender requires obligation in connection with such financing. (c) For the avoidance of doubt, none of MIC, the MIC Subsidiaries, the Company, any MIC Hawaii Companies or their respective Affiliates shall be required to provide, and Parent shall be solely responsible for, (1) the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information or any financial statements or financial information other than the consolidated financial statements contained in the MIC Reports or Company Reports, (2) any description of all or any component of the financing, including any subordinationsuch description to be included in any liquidity or capital resources disclosure or any “description of notes”, non(3) projections, risk factors or other forward-disturbance looking statements relating to all or any component of any financing, (4) subsidiary financial statements or any other information of the type required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X promulgated under the Exchange Act or (5) Compensation Disclosure and attornment agreementAnalysis required by Item 402(b) of Regulation S-K promulgated under the Exchange Act. The MIC Board, so long the Company Board and the directors, managers and general partners of the MIC Subsidiaries and the MIC Hawaii Companies and any other Affiliates of the Company or MIC shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which any financing is obtained. None of the Company, any MIC Hawaii Companies or their respective Affiliates shall be required to execute prior to the Closing any definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the financing, and in the event any such Person does agree to execute any such document, Parent agrees that the execution of any documents in connection with the financing shall be subject to the consummation of the transactions contemplated hereby at the Closing and such documents will not take effect until the Closing occurs and will not encumber the assets of the Company or any MIC Hawaii Company prior to the Closing. Except as expressly provided above, none of the same do not materially adversely affect Company, any rightMIC Hawaii Companies or their respective Affiliates shall be required to take any corporate, benefit limited liability company or privilege limited partnership actions prior to the Closing to permit the consummation of Tenant the financing. In no event shall the Company or MIC be in breach of this Agreement because of the failure to deliver any financial or other information or for the failure to obtain any comfort with respect to, or review of, any financial or other information by its accountants. (d) In no event shall MIC, any MIC Subsidiary, the Company or any MIC Hawaii Company be required to (i) pay any commitment or similar fee or incur any liability (including due to any act or omission by MIC, any MIC Subsidiary, the Company or any MIC Hawaii Company or any of their respective Representatives) or expense in connection with assisting Parent in arranging the financing or as a result of any information provided by MIC, any MIC Subsidiary, the Company or any MIC Hawaii Company or any of their respective Affiliates or their respective Representatives in connection therewith, (ii) take any action that would result in a violation of applicable Law or subject it to actual or potential liability prior to the Closing occurring, (iii) have any liability or any obligation under this Lease any definitive financing document or materially increase Tenant’s any related document or other agreement or document related to the financing prior to the Closing occurring, or (iv) disclose or provide any information the disclosure of which in the reasonable judgment of MIC or any of the MIC Subsidiaries (or, following completion of the Reorganization, the Company or any of the MIC Hawaii Companies), is restricted by applicable Law or order, or is subject to attorney-client privilege. Notwithstanding anything to the contrary herein, any breach by MIC, any MIC Subsidiary, the Company or any MIC Hawaii Company of their obligations under this Lease. Such subordination, nondisturbance Section 8.17 shall not constitute a breach of this Agreement or a breach for purposes of Article IX or a breach of any condition precedent set forth in Article VIII. (e) Parent shall be responsible for all fees and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject expenses related to any counterclaimfinancing to be consummated in connection with the transactions contemplated by this Agreement. Accordingly, demand Parent shall promptly reimburse MIC and the Company for all reasonable and documented out-of-pocket costs incurred by MIC and the MIC Subsidiaries and the Company and the Company Subsidiaries in connection with such cooperation. Parent shall indemnify and hold harmless MIC, the MIC Subsidiaries, the Company, the Company Subsidiaries and their respective Affiliates and Representatives from and against any and all Liabilities, expenses, interest, awards, judgments and penalties suffered or offsets which Tenant may have against Landlord (except for incurred by them in connection with the arrangement of any Escrow Payments financing or Net Award actually held by Lender)providing any of the information utilized in connection therewith.

Financing. (a) Tenant agrees Parent shall not agree to or permit any amendment, supplement or other modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter or the definitive agreements relating to the Debt Financing that (i) reduces the aggregate amount of the Debt Financing below an amount, together with the amount of any equity financing (including pursuant to the Equity Purchase), required to pay all reasonable costs and expenses incurred by Landlord in connection with the purchaseRequired Payment Amount or (ii) (A) imposes new or additional conditions precedent or other terms to the Debt Financing or (B) otherwise adversely expands, leasing and initial financing amends or modifies any of the Leased Premises includingconditions precedent to the Debt Financing, without limitationor otherwise expand, amends or modifies any other provision of the Debt Commitment Letter, in the case of clauses (A) and (B), in a manner that would reasonably be expected to (x) prevent, impede or materially delay, the reasonable cost ability of appraisalsParent to consummate the Closing, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment fee(y) make the timely funding of the Debt Financing (or the satisfaction of the conditions to obtaining the Debt Financing) materially less likely to occur in any respect or (z) adversely impact the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letter or the definitive agreements with respect thereto. (b) If Landlord desires Prior to the Effective Time, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to, at Parent’s sole cost and expense, provide to Parent such cooperation in connection with the Debt Financing (which, for purposes of this Section 8.11(b), shall also include any other financing efforts of Parent), as may be reasonably requested by Parent or its Representatives (unless such cooperation unreasonably interferes with the business operations of the Company and its Subsidiaries), including: (i) furnishing such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Parent or its Representatives as may be reasonably necessary or advisable to consummate the Debt Financing, including financial statements, financial data, projections, audit reports and other information (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities on Form S-1, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with the Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with the Debt Financing; provided that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (ix) of this Section 8.12(b); (ii) using commercially reasonable efforts to cause its independent accountants to cooperate with the Financing Sources consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with the Debt Financing; (iii) providing information related to the Company and its Subsidiaries reasonably necessary to assist Parent in the preparation of one or refinance more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Parent or any Loanof its Affiliates; (iv) providing the reasonable use by Parent and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, Tenant as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offering or intellectual property rights; (v) participating in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable; (vi) facilitating the pledging of, and granting, recording and perfection of security interests in share certificates, securities and other collateral as reasonably requested by Parent, including executing and delivering any pledge and security documents, other definitive financing documents, or other certificates or documents as may be reasonably requested by Parent (including a certificate of the chief financial officer of the Company or one or more of its Subsidiaries with respect to solvency matters), and obtaining surveys and title insurance as reasonably requested by Parent; (vii) providing information reasonably necessary to assist Parent in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (viii) providing at least three Business Days prior to the Closing all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent requested by the Financing Sources at least ten Business Days prior to the anticipated Closing; (ix) providing information reasonably necessary to assist Parent with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations or necessary or reasonably required by the Financing Sources to be included in any offering documents; and (x) obtaining customary payoff letters in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Parent; provided that (1) neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall negotiate be required to (A) pay any commitment or other fees, in each case, in connection with the Debt Financing, (B) give any indemnities in connection with the Debt Financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with Landlord concerning the conduct of the business or the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any request made property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under Applicable Law or subject to legal privilege, (E) take any action that will conflict with or violate its organizational documents or any Applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 8.12(b) with respect to the Debt Financing that is not contingent on the Closing, (2) the effectiveness of any definitive documentation delivered pursuant to this Section 8.12(b) executed by the Company or any Lender of its Subsidiaries with respect thereto, and the attachment of any Lien, shall be subject to the consummation of the Closing and the occurrence of the Effective Time, (3) no director, officer or proposed Lender for changes employee of the Company or modifications in any Subsidiary of the Company shall be required to execute any agreement, certificate, document or instrument pursuant to this LeaseSection 8.12(b) with respect to the Debt Financing, provided (4) no officer or other Representative of the Company or any of its Subsidiaries that Tenant will not continue employment with New Charter or one of its Subsidiaries following the Closing shall be required to deliver any certificate or opinion or take any other action pursuant to this Section 8.12(b) other provisions of this Agreement and (5) the members of the Board of Directors of the Company or any of its Subsidiaries as of immediately prior to the Effective Time shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give approve any Debt Financing or definitive documents related thereto. (c) Parent will promptly reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses) incurred by the Company and its Subsidiaries in complying with their respective covenants pursuant to Landlord hereunder Section 8.12(b) or otherwise in connection with the Debt Financing. Parent shall indemnify, defend and to extend hold harmless the rights Company and its Subsidiaries, and each of Landlord hereunder to any such Lender their respective directors, officers, employees, agents and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement Representatives from and shall execute against any and all other documents that such Lender requires losses, damages, claims, interest, costs, expenses, awards, judgments, penalties and amounts paid in settlement suffered or incurred, directly or indirectly, in connection with the Debt Financing other than with respect to any information provided or prepared by the Company or its Subsidiaries in connection therewith if such financingloss, including damage or other amount is found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Company or any subordinationof its Subsidiaries. Notwithstanding anything herein to the contrary, non-disturbance Parent hereby acknowledges and attornment agreementagrees that the condition set forth in Section 9.02(a)(i) of this Agreement, so long as it applies to the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase TenantCompany’s obligations under Section 8.12(b), shall be deemed satisfied unless the Debt Financing has not been obtained primarily as a result of the Company’s Willful Breach of its obligations under Section 8.12(b). Notwithstanding anything contained in this Lease. Such subordinationAgreement to the contrary, nondisturbance each of Parent, New Charter, Merger Sub One and attornment agreement may require Tenant to confirm Merger Sub Two acknowledges and agrees that (a) Lender and its assigns will the Closing is not be liable for conditioned upon Parent obtaining any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)financing.

Financing. (a) Tenant agrees Buyer Parties shall use their reasonable best efforts to pay take, or cause to be taken, such actions and do, or cause to be done, such things necessary, proper or advisable to arrange the Financing on the terms and conditions described in the Financing Commitment, including using reasonable best efforts to (i) satisfy, on a timely basis, all conditions applicable to Buyer Parent obtaining the Financing set forth therein which are in a Buyer Party’s control, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Financing Commitment or on other terms that are reasonably acceptable to Buyer Parent but not less favorable from the standpoint of Buyer Parties than those set forth in the Financing Commitment, (iii) consummate the Financing at or prior to Closing and (iv) cause the lenders party to the Financing Commitment and any other person providing financing to fund such financing at or prior to Closing. Notwithstanding any other provision of this Agreement, neither Holdings nor any of its Subsidiaries or other Affiliates derives any rights, whether as Third Party beneficiary or otherwise, under the Financing Commitment and shall not be entitled to enforce same against any party thereto. (b) Without the prior written consent of Holdings (such consent not to be unreasonably withheld, delayed or conditioned), Buyer Parties shall not amend or alter, or agree to amend or alter, the Financing Commitment (including the conditions set forth therein), if such amendment or alteration would change the conditions precedent to the Financing in a manner that would reasonably be expected to prevent or delay the Closing Date beyond the end of the Marketing Period, make the funding of the Financing less likely to occur, adversely impact the ability of any Party to enforce or cause the enforcement of the rights of Buyer Parent under any of the Financing Commitment or the definitive agreements relating thereto or impose additional material obligations on the Buyer Parties prior to the Closing Date; provided, however, that Buyer Parent may amend or restate the Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto. Buyer Parties shall not release or consent to the termination of the obligations of the lenders and other persons under the Financing Commitment, except for assignments and replacements of an individual lender in accordance with the terms of any syndication provisions of the Financing Commitment. Buyer Parties shall provide Sellers with executed copies of any amendment, alteration or restatement of the Financing Commitment. (c) In the event that any portion of the Financing becomes or could become unavailable in the manner or from the sources contemplated in the Financing Commitment, (i) Buyer Parties shall promptly so notify Holdings and (ii) Buyer Parties shall use reasonable costs best efforts to arrange and expenses incurred obtain, and to negotiate and enter into, as promptly as practicable following the occurrence of such event (and in any event no later than the Closing Date), definitive agreements with respect to alternative financing from the same or alternative financial institutions in an amount sufficient to consummate the transactions contemplated by Landlord this Agreement with terms and conditions that are not less favorable from the standpoint of Buyer Parties than the terms and conditions set forth in the Financing Commitment that such alternative financing would replace (after giving full effect to any applicable flex provisions). Any definitive agreements entered into pursuant to this Section 5.09 are referred to in this Agreement, collectively, as the “Financing Agreements”. (d) Buyer Parties shall (i) furnish Holdings complete, correct and executed copies of the Financing Agreements or any alternative financing agreement promptly upon their execution, (ii) give Holdings prompt notice of any breach or threatened breach of which a Buyer Party is or becomes aware by any party of any of the Financing Commitment, any alternative financing commitment, the Financing Agreements, or any alternative financing agreement of which a Buyer Party is or becomes aware or any termination or threatened termination thereof, and (iii) otherwise keep Holdings reasonably informed of the status of its efforts to arrange the Financing (or any alternative financing). (e) Sellers shall, and shall cause their Subsidiaries and their directors, officers, employees, counsel, auditors and representatives to, reasonably cooperate (including with respect to timeliness) in connection with the purchase, leasing and initial financing arrangement of the Leased Premises Financing as may be reasonably requested by Buyer Parties (at the sole cost and expense of the Buyer Parties) including, without limitation, (i) furnishing Buyer Parent and its financing sources, including the Buyer Lenders, with the financial information of the Retail Group Members and, with respect to engaging in the Retail Business, any other Subsidiary of Holdings and any other pertinent information regarding such entities and the Retail Business as may be reasonably requested by a lender to consummate the Financing, (ii) assisting Buyer Parent and its financing sources, including the Buyer Lenders, in the preparation of business projections, pro forma financial information, bank information, ratings agency presentations memoranda and similar documents for any portion of the Financing, (iii) causing senior management of the Retail Group Members and, with respect to engaging in the Retail Business, any other Subsidiary of Holdings to participate in bank meetings, meetings with ratings agencies and to provide assistance in the negotiation of the definitive agreements governing the Financing, (iv) facilitating the pledge and perfection of liens securing (including cooperation in connection with the pay-off of existing debt of Holdings and its Subsidiaries and the release of related liens), and the providing of guarantees by the Retail Group Members (other than USAgencies) supporting, the Financing, (v) causing officers of the Retail Group Members who will be officers of a Buyer or any of its Affiliates after the Closing to execute and deliver any pledge and security documents, other definitive financing documents or other certificates or documents as may be reasonably requested by Buyer Parent (including a certificate of the chief executive officer or chief financial officer of the Retail Group Members with respect to solvency matters), and (vi) providing all such other assistance reasonably requested by Buyer Patent in order to satisfy the conditions to the Financing; provided, that no Retail Group Members or Holdings or any of its other Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing; provided, further, that all of such assistance shall be required in a manner not to unreasonably interfere with the operation of the Retail Business in the Ordinary Course of Business and provided, further, that the effectiveness of any documentation executed by any such entity with respect thereto shall be subject to the consummation of the Closing. Buyer Parties shall promptly, upon request by Sellers, reimburse the Sellers for all of documented reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Sellers, their Subsidiaries and Lender’s commitment feetheir Affiliates in connection with any cooperation required by or requested in accordance with this Section 5.09(e). Buyer Parties shall indemnify and hold harmless the Sellers and their Affiliates and its and their respective representatives from and against any and all Losses suffered or incurred by any of them in connection with any such financing and any information utilized in connection therewith, other than any Losses arising from the Sellers’ and their Affiliates’ or any of their respective representatives’ actual fraud, willful misconduct, bad faith, or gross negligence. (bf) If Landlord desires In the event that the Buyer Parties breach their covenants contained in this Section 5.09, the Sellers shall have the right to seek specific performance of such covenants as and to the extent provided in, Section 12.10; provided, however, Sellers shall not have the right to seek monetary damages for any breach of the covenants contained in this Section 5.09, and Sellers’ sole and exclusive remedy for failure to obtain or refinance any Loanfinancing, Tenant regardless of the reason for such failure, shall negotiate be, if applicable, Sellers’ right to terminate this Agreement pursuant to Section 11.01(e) and, in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlordsuch event, to supply any such Lender with such notices and reasonable information as Tenant is required receive the Termination Fee pursuant to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)Section 11.02.

Financing. (a) Tenant agrees Parent shall not permit, without the Company’s prior written consent (not to pay be unreasonably withheld, conditioned or delayed), any amendment or modification to be made to, or any waiver by Parent of any provision or remedy under, or replace, (i) the Equity Commitment Letter or (ii) the Debt Commitment Letter if, in the case of the Debt Commitment Letter, such amendment, modification, waiver or replacement (x) reduces the amount of the Debt Financing (unless the amount committed under the Equity Commitment Letter is increased by a corresponding amount), (y) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to (A) materially delay or prevent the Closing or (B) materially delay, prevent or otherwise make materially less likely to occur the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) or (z) limits or waives the obligations of any other party under the Debt Commitment Letter and shall use 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 and obtain the Debt Financing on the terms described in the Debt Commitment Letter (provided that, notwithstanding anything herein to the contrary, Parent may amend or replace the Debt Commitment Letter without the Company’s consent to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed a Debt Commitment Letter as of the date hereof), including using reasonable costs best efforts to (i) maintain in full force and expenses incurred effect the Debt Commitment Letter until the earlier of the consummation of the Transactions or the termination of this Agreement in accordance with its terms, (ii) satisfy (or obtain a waiver) on a timely basis all conditions and covenants applicable to Parent to obtaining the Debt Financing on or before the Closing (other than any condition where the failure to be so satisfied is the direct result of the Company’s failure to furnish information described in Section 5.13(c) below), (iii) enter into definitive agreements with respect thereto on the terms and conditions (including flex provisions) contemplated by Landlord the Debt Commitment Letter (and provide copies thereof to the Company), and (iv) consummate the Debt Financing in connection accordance with the purchase, leasing terms and initial financing conditions of the Leased Premises includingDebt Commitment Letter at or prior to the Closing; provided, that nothing herein shall obligate Parent or any of its Affiliates to commence litigation against any Debt Financing source that fails to provide its respective portion of the financing under the Debt Commitment Letter. Parent shall give the Company prompt (in no event more than two (2) Business Days) written notice after obtaining actual knowledge: (1) of any breach or default (or any event or circumstance that, with or without limitationnotice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to any Financing Commitment or definitive document related to the Financing that is reasonably likely to prevent Parent from obtaining the Financing needed for Closing; (2) of the receipt of any written notice or other written communication from any Person with respect to any actual or potential breach, default, termination, or repudiation by any party to any Financing Commitment or any definitive document related to the Financing or any provisions of the Financing Commitments or any definitive document related to the Financing, which default is reasonably likely to prevent Parent from obtaining the Financing for Closing; and (3) if for any reason Parent believes in good faith that it will not be able to obtain all or any portion of the Financing needed for Closing on substantially the terms contemplated by the Financing Commitments or the definitive documents related to the Financing. Subject to the terms and conditions of this Agreement and the applicable terms and conditions of the Equity Commitment Letter, each of Parent and Merger Sub shall use reasonable cost best efforts to take (or cause to be taken) all actions, and do (or cause to be done) all things, necessary, proper or advisable to (i) obtain the Equity Financing contemplated by the Equity Commitment Letter, (ii) maintain in effect the Equity Commitment Letter until the earlier of appraisalsthe consummation of the Transactions or the termination of this Agreement in accordance with its terms, environmental reports(iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub set forth in the Equity Commitment Letter that are within its control, title insuranceand (iv) consummate the Equity Financing contemplated by the Equity Commitment Letter. Neither Parent nor Merger Sub shall amend, surveysalter, legal fees or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Commitment Letter without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned). Parent shall promptly (and expenses and Lender’s commitment feein any event within one (1) Business Day) notify the Company of (x) the expiration or termination (or attempted or purported termination, whether or not valid) of the Equity Commitment Letter, or (y) any refusal by the Sponsor (as defined in the Equity Commitment Letter) to provide (or any stated intent by the Sponsor to refuse to provide) the full financing contemplated by the Equity Commitment Letter. (b) If Landlord desires any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Parent shall promptly notify the Company and shall use reasonable best efforts to arrange to obtain alternative Debt Financing from alternative debt sources on economic and other material terms no less favorable to Parent than those provided in the Debt Commitment Letter which shall be in an amount sufficient to consummate the Transactions and which do not, without the prior consent of the Company, include any conditions of such alternative debt financing that are more onerous than or refinance in addition to the conditions set forth in the Debt Commitment Letter) (the “Alternative Financing”), promptly following the occurrence of such event. Parent shall promptly deliver to the Company true and complete copies of all agreements pursuant to which any Loansuch alternative source shall have committed to provide Parent with any portion of the Debt Financing. For purposes of this Section 5.13, Tenant references to “Debt Financing” shall negotiate include the financing contemplated by the Debt Commitment Letter and any commitment letter for any Alternative Financing as permitted by this Section 5.13 to be amended, modified or replaced and references to “Debt Commitment Letter” shall include such documents as permitted by this Section 5.13 to be amended, modified or replaced, in good faith each case from and after such amendment, modification or replacement. As an alternative to obtaining Alternative Financing, Sponsor may, upon giving written notice contemplated by the first sentence of this Section 5.13(b), increase the amount of the Equity Financing by an amount sufficient to replace or reduce the Debt Financing or Alternative Financing that would otherwise be required. Concurrent with Landlord concerning any request made such decision by the Sponsor to increase the Equity Financing, Parent will provide written notice thereof to the Company along with an executed, amended Equity Commitment Letter (amended only to provide such increased Equity Financing amount and other changes relating thereto with the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed)). For purposes of this Agreement, after any Lender election pursuant to the prior sentence, references to “Equity Financing” shall include the increased equity financing contemplated by the prior sentence and references to “Equity Commitment Letter” shall mean Equity Commitment Letter as amended to reflect such increased equity financing. (c) The Company shall, and shall cause its Subsidiaries and its and their respective officers and employees to, use reasonable best efforts to cooperate (and use commercially reasonable efforts to cause the Company’s accountants to reasonably cooperate) in connection with the arrangement and closing of the Financing (or proposed Lender for changes Alternative Financing, as the case may be) as may be reasonably requested by Parent, Sponsor or modifications any Debt Financing source including: (i) participating in this Leasea reasonable number of meetings (including customary one-on-one meetings with the Sponsor, provided that Tenant shall not Debt Financing sources and any prospective lenders), due diligence sessions, drafting sessions, presentations (including marketing or similar presentations, and lender and other investor presentations), sessions with rating agencies and road shows at mutually agreed upon locations and times; (ii) assisting, to the extent reasonably requested, in preparing offering memoranda, rating agency presentations, private placement memoranda and similar documents as may be obligated to agree reasonably requested by Parent, Sponsor, any Debt Financing source or prospective lender; (iii) using commercially reasonable efforts to: facilitate the pledging of collateral on the Closing Date with respect to any change pledge that becomes effective on or after Closing, seek landlord and mortgagee waivers, bailee letters and similar documents necessary to consummate the Debt Financing and take reasonable actions necessary to permit the Debt Financing sources to evaluate the assets of the Company and its Subsidiaries for the purpose of establishing collateral arrangements and obtain from the existing financing sources of the Company and its Subsidiaries such documents and instruments which increases may be reasonably requested by Parent or any of the Debt Financing sources in connection with the Debt Financing, including customary payoff letters, lien terminations, instruments of termination or discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of any and all Indebtedness (other than capital leases) of the Company and its obligations hereunder Subsidiaries and any and all liens encumbering assets of the Company and its Subsidiaries to be paid off, discharged or terminated on the Closing Date; (iv) promptly providing Parent, Sponsor and its Debt Financing Sources with (A) such financial and other information regarding the Company and its Subsidiaries as may be required under the Debt Commitment Letter or Equity Commitment Letter and (B) such other information as is customarily delivered by a borrower for inclusion in a customary confidential information memorandum for financing of the same type as the Debt Financing; (v) using commercially reasonable efforts to: assist in the preparation of, and execute and deliver, definitive financing documents, including any guarantee and collateral documents and other certificates and documents as may be contemplated by the Debt Commitment Letter or the Debt Financing documents, and making available officers and other employees (with appropriate seniority), to the extent reasonably requested, to assist in the negotiation of any such other documents; (vi) at least five (5) days prior to the Closing Date, to provide documentation and other information about the Company and its Subsidiaries as is reasonably requested in writing by Parent or any Debt Financing source at least ten (10) days prior to the Closing Date in connection with the Debt Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act (provided, however, if any such information is requested within 10 days of the Closing, the Company shall promptly provide such requested information to Parent and any applicable Debt Financing source and shall use reasonable best efforts to provide such requested information prior to Closing). The Company and its Subsidiaries shall use reasonable best efforts to supplement reasonably promptly the information provided pursuant to this Section 5.13(c) to the extent that any such information, to the actual knowledge of any of the Company or its Subsidiaries, contains any material misstatement of fact or omits to state any material fact necessary to make such information not misleading in any material respect. In particular, Tenant The Company hereby consents to the use of all of the Company’s and its Subsidiaries logos in connection with the Debt Financing or Equity Financing; provided that such logos are not used in a manner that is intended to or is reasonably likely to harm or disparage the Company or the reputation or goodwill of the Company. Neither the Company nor any of its Subsidiaries shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is be required to give make any representation or warranty in connection with the Debt Financing prior to Landlord hereunder the Closing Date. Notwithstanding any other provision set forth herein, Parent may share non-public or confidential information regarding the Company and its Subsidiaries and their respective businesses with the Debt Financing sources, and that such Debt Financing sources may share such information with potential financing sources in connection with any marketing efforts (including any syndication) in connection with the Debt Financing, subject to extend the rights terms of Landlord hereunder the Original Confidentiality Agreement or other confidentiality protections reasonably acceptable to the Company. Any offering memorandum or other similar offering materials that includes any information provided by or on behalf of the Company or any of its Affiliates or includes any Company logo shall include a conspicuous disclaimer to the effect that neither the Company nor any of its Affiliates (other than the Company and its Subsidiaries after the Closing Date), nor any employees, officers, directors, managers or agents thereof (other than in their capacity as such Lender after the Closing Date), have any responsibility for the content of such offering memorandum or other similar offering materials and to consent disclaim all responsibility therefor and shall further include such a disclaimer in any oral disclosure with respect to such financing if such consent is requested by such Lender. Tenant activities. (d) In no event shall provide the Company or any other consent of its Subsidiaries be required to pay any commitment or statement and shall execute similar fee or incur any and all other documents that such Lender requires liability or expense in connection with such financingassisting Parent or Merger Sub in arranging the Financing, including as a result of any subordinationinformation provided by the Company, non-disturbance and attornment agreementany of its Subsidiaries, so long as or any of their respective Affiliates or representatives in connection therewith, or any of the same do other actions described in this Section 5.13 that are not materially adversely affect any right, benefit contingent on the Closing or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant that would be effective prior to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)the Closing Date.

Financing. (a) Tenant agrees (i) Subject to pay the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all reasonable costs actions and expenses incurred by Landlord to do, or cause to be done, all things necessary, proper or advisable to obtain the Financing on the terms and conditions described in connection with the purchaseFinancing Letters (including any applicable “market flex” provisions), leasing it being understood and initial financing agreed that a portion of the Leased Premises includingFinancing may consist of a High Yield Note Transaction. Subject to the terms and conditions of this Agreement, without limitation, the reasonable cost each of appraisals, environmental reports, title insurance, surveys, legal fees Parent and expenses and Lender’s commitment fee. (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant Merger Sub shall not permit any amendment or modification to be obligated made to, or any waiver of any material provision under the Financing Letters, if such amendment, modification or waiver (A) with respect to agree the Financing Letters, reduces the aggregate amount of the Financing unless the Debt Financing or the Equity Financing is increased by a corresponding amount no later than the date of such amendment, modification or waiver, (B) imposes additional conditions precedent to the initial availability of the Debt Financing or amends or modifies any change which increases of the existing conditions to the initial funding of the Financing in a manner that would reasonably be expected to delay, prevent or render materially less likely to occur the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its obligations hereunder rights against other parties to the Financing Letters or the definitive agreements with respect thereto, in each of clauses (B) and (C), in any material respect. In particular, Tenant Parent shall agree, upon request promptly deliver to the Company copies of Landlord, to supply any such Lender with amendment, modification or replacement. For purposes of this Section 5.5, references to “Financing” and “Debt Financing” shall include the financing contemplated by the Financing Letters (including a High Yield Note Transaction referred to in the Debt Commitment Letters or the Redacted Fee Letter) as permitted to be amended, modified or replaced by this Section 5.5(a), and references to “Debt Commitment Letters” shall include such notices documents as permitted to be amended, modified or replaced by this Section 5.5(a). Notwithstanding anything to the contrary contained herein, each party to this Agreement confirms its understanding and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentationa portion of the Financing may consist of a High Yield Note Transaction in addition to or in lieu of a portion of other Financing contemplated by the Debt Commitment Letters, act or omission of Landlord and (b) Lender the Company’s obligations pursuant to Section 5.5(b) shall apply to both a High Yield Note Transaction and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held such other Financing contemplated by Lender)the Debt Commitment Letters.

Financing. (a) Tenant agrees Parent and Merger Sub shall use reasonable best efforts to pay take, or cause to be taken, all actions and do, or cause to be done, as promptly as practicable after the date hereof, all things necessary to consummate the Equity Financing and the Debt Financing on or before the Closing Date on the terms and subject only to the conditions described in the Equity Financing Commitment and the Debt Financing Commitment (including any “flex” provisions applicable to the Debt Financing Commitment), including by using reasonable costs best efforts to (i) comply with, maintain in effect and expenses incurred by Landlord enforce the Debt Financing Commitment in connection accordance with the purchaseterms and subject to the conditions thereof, leasing and initial financing including if requested giving effect to any “flex” provisions, in each case until the funding of the Leased Premises includingDebt Financing at or prior to Closing, without limitationand, once entered into, any Financing Agreement with respect thereto, (ii) negotiate Financing Agreements with respect to the Debt Financing on the terms and subject to the conditions contained in the Debt Financing Commitment (including any “flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of Section 6.15(b) and (iii) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to the Debt Financing in the Debt Financing Commitment and any Financing Agreements with respect thereto, in each case, to the extent within the control of Parent. Parent and Merger Sub shall, at the reasonable cost request of appraisalsthe Company, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feeinform the Company on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing (or any Alternative Financing). (b) If Landlord desires Parent shall not agree to obtain or refinance permit any Loanamendment, Tenant supplement or other modification or replacement of, or any termination or reduction of, or grant any waiver of, any condition, remedy or other provision under the Debt Financing Commitment, in each case, without the prior written consent of the Company if (and only if) such amendment, supplement, modification, replacement or waiver would or would reasonably be expected to (i) reduce the net cash proceeds available from the Debt Financing such that Parent would not have, together with the Equity Financing and cash on hand, sufficient cash proceeds to fund the Financing Uses, (ii) impose new or additional conditions or otherwise expand, amend or modify any condition precedent to the receipt of the Debt Financing, in each case, in a manner that would reasonably be expected to (A) delay or prevent the Closing, or (B) make the timely funding of the Debt Financing or the satisfaction of the conditions to obtaining the Debt Financing materially less likely to occur, or (iii) adversely impact in any material respect the ability of Parent and Merger Sub to enforce its or their rights against the other parties to the Debt Financing Commitment; it being understood that notwithstanding the foregoing, Parent may (1) replace, amend, supplement, or modify or consent to the replacement, amendment, supplement or modification of the Debt Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitment as of the date of this Agreement, and/or (2) make or permit assignments and replacements of an individual lender under the Debt Financing Commitment in connection with the syndication of the Debt Financing. Promptly following any amendment, supplement, modification, replacement or waiver of the Debt Financing Commitment in accordance with this Section 6.15(b), Parent shall negotiate deliver a copy thereof to the Company and references herein to the “Debt Commitment Letter,” “Fee Letter,” and/or “Debt Financing Commitment” shall be deemed to include such documents as amended, supplemented, modified, replaced or waived in compliance with this Section 6.15(b). For the avoidance of doubt, Parent shall not agree to or permit any (i) termination of the Debt Financing Commitment, other than subsequent to, or simultaneously with, obtaining an Alternative Financing, or (ii) reduction of the Debt Financing Commitment, other than in connection with a reduction in the Merger Consideration; provided, that the net cash proceeds available from the Debt Financing as so reduced, together with the Equity Financing and cash on hand, will be sufficient cash proceeds to fund the Financing Uses. (c) Parent shall not agree to or permit any amendment, supplement or other modification or replacement of, or any termination or reduction of, or grant any waiver of, any condition, remedy or other provision under the Equity Commitment Letter, in each case, without the prior written consent of the Company if (and only if) such amendment, supplement, modification, replacement or waiver would or would reasonably be expected to (i) reduce the net cash proceeds available from the Equity Financing such that the Parent would not have, together with the Debt Financing and cash on hand, sufficient cash proceeds to fund the Financing Uses, (ii) impose new or additional conditions or otherwise expand, amend or modify any condition precedent to the receipt of the Equity Financing, in each case, in a manner that would reasonably be expected to (A) delay or prevent the Closing, or (B) make the timely funding of the Equity Financing or the satisfaction of the conditions to obtaining the Equity Financing materially less likely to occur, or (iii) adversely impact in any material respect the ability of Parent and Merger Sub to enforce its or their rights against the other parties to the Equity Commitment Letter. (d) In the event that any portion of the Debt Financing necessary for the Parent and Merger Sub to fund the Financing Uses becomes unavailable on the terms and conditions contemplated by the Debt Financing Commitment (including the flex provisions) (i) Parent shall promptly notify the Company and (ii) Parent and Merger Sub shall use their reasonable best efforts to (A) arrange and obtain, as promptly as practicable following the occurrence of such event, financing for any such portion from alternative sources (an “Alternative Financing”) on terms that do not impose new or additional conditions precedent or otherwise expand, amend or modify the conditions precedent to funding in a manner, when considered with all other conditions taken as a whole, would reasonably be expected to materially and adversely affect the ability or likelihood of Parent and Merger Sub to consummate the transactions contemplated by this Agreement and (B) provide the Company with a copy of the new Debt Financing Commitment (if applicable) that provides for such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted to remove references to fee amounts, pricing caps and the economic terms of any flex provisions and other economic terms, provided, that such redactions do not cover terms that could reasonably be expected to affect the conditionality, amount, availability, enforceability or termination of the Alternative Financing). Upon obtaining any commitment for any such Alternative Financing, such financing will be deemed to be a part of the “Debt Financing,” any commitment letter for such Alternative Financing will be deemed the “Debt Commitment Letter” and any fee letter for such Alternative Financing will be deemed to be the “Fee Letter,” in each case, for all purposes of this Agreement, Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Parent or any of its Affiliates be required to pay any fees or any interest rate applicable to the Alternative Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (including the flex provisions) or agree to terms (including any flex term) materially less favorable in the aggregate (after giving effect to the flex provisions) to Parent than such term contained in the Debt Commitment Letter as in effect on the date hereof (including the flex provisions). (e) Parent shall give the Company prompt written notice (but in any event within two (2) Business Days) (1) upon having knowledge of any material breach or material default (or any event, fact or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to result in material breach or material default) by any party to any Debt Commitment Letter or other definitive agreements related to the Debt Financing (collectively with the Debt Commitment Letter, the “Debt Documents”), (2) if for any reason Parent in good faith believes that it is likely 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, (3) of the receipt by Parent or Merger Sub or any of their respective Affiliates or Representatives of any written notice or other written communication from any Person with Landlord concerning respect to any request made actual or threatened material breach, material default, termination or repudiation by any Lender party to any Debt Commitment Letter or proposed Lender for changes other Debt Document, and (4) of any expiration or modifications in this Lease, termination of any Debt Commitment Letter; provided that Tenant in no event shall Parent be required to share any information with the Company that Parent reasonably determines is subject to or would otherwise jeopardize any attorney-client or other legal privilege. (f) It is acknowledged and agreed by the Parent and Merger Sub that (i) the obligations of Parent and Merger Sub under this Agreement are not subject to any conditions regarding the Parent’s, Merger Sub’s, their Affiliates’, or any other Person’s ability to obtain financing for the consummation of the transactions contemplated hereby and (ii) compliance (or noncompliance) with this Section 6.15 shall not be obligated to agree to relieve Parent or Merger Sub of any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordinationAgreement, nondisturbance and attornment agreement may require Tenant to confirm that including the obligation (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaimthe other terms hereof) to pay all amounts due pursuant to Article II on the Closing Date and to consummate the transactions contemplated by this Agreement, demand whether or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)not the Debt Financing is available.

Financing. (a) Tenant agrees Parent shall use its reasonable best efforts to pay take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable to obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letter prior to the date upon which the Merger is required to be consummated pursuant to the terms hereof, including by using its reasonable costs best efforts to (i) maintain in effect the Debt Commitment Letter, (ii) negotiate and expenses incurred by Landlord in connection enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the purchase, leasing terms and initial financing of conditions contained in the Leased Premises Debt Commitment Letter (including, without limitationas necessary, the reasonable cost “flex” provisions contained in the Redacted Fee Letter and any amendment or modification permitted under clause (b) below)), or on other terms that are acceptable to Parent and Merger Sub in their sole discretion and would not reasonably be expected to materially delay the Closing or adversely affect the ability of appraisalsParent and Merger Sub to consummate the transactions contemplated hereby, environmental reports, title insurance, surveys, legal fees (iii) satisfy on a timely basis all conditions under its control in the Debt Commitment Letter and expenses the Definitive Agreements and Lender’s commitment feecomply with its obligations under the Debt Commitment Letter and the Definitive Agreements and (iv) enforce its rights under the Debt Commitment Letter and the Definitive Agreements. (b) If Landlord desires to obtain or refinance any LoanParent shall not, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant and shall not permit Merger Sub to, without the prior written consent of the Company (not to be obligated unreasonably withheld, conditioned or delayed): (i) permit any amendment or modification to, or any waiver of any provision under, the Debt Commitment Letter or the Definitive Agreements if such amendment, modification or waiver (A) adds new (or modifies any existing) conditions to agree the consummation of all or any portion of the Debt Financing in a manner that would reasonably be expected to prevent, delay or impede the consummation of the Merger, the Debt Financing or the other transactions contemplated by this Agreement, (B) reduces the amount of the Financing below the Merger Amounts at the Closing or (C) adversely affects the ability of Parent to enforce its rights against other parties to the Debt Commitment Letter or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letter as in effect on the date hereof; or (ii) terminate the Debt Commitment Letter or any change which increases its obligations hereunder in any material respectDefinitive Agreement. In particular, Tenant Parent shall agree, upon request promptly deliver to the Company copies of Landlord, to supply any such Lender with such notices and reasonable information amendment, modification, waiver or replacement. For the avoidance of doubt, nothing herein shall prevent the Parent from replacing or amending the Debt Commitment Letter or Definitive Agreements in order to (w) add lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Commitment Letter as Tenant is required to give to Landlord hereunder of the date hereof and to extend the rights of Landlord hereunder to any such Lender and to consent grant to such financing if persons such consent is requested by such Lender. Tenant shall provide any other consent approval rights as are customarily granted to additional lenders, lead arrangers, bookrunners, syndication agents or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreementsimilar entities, so long as any such addition would not reasonably be expected to prevent, delay or impede the same do consummation of the Merger, the Debt Financing or the other transactions contemplated by this Agreement, (x) give effect to the market flex provisions in the Redacted Fee Letter, (y) modify titles, allocations and fee sharing arrangements with respect to existing and additional Debt Financing Entities and (z) increase the amount of the Debt Financing unless, in the case of this clause (z), Parent and each of its Subsidiaries would not be Solvent after giving effect to such increase and the consummation of the Merger. (c) In the event that any portion of the Debt Financing becomes unavailable, regardless of the reason therefor, Parent will use its reasonable best efforts as promptly as practicable to (i) obtain alternative debt financing (in an amount sufficient, when taken together with the Cash Equity and the available portion of the Debt Financing, to consummate the transactions contemplated by this Agreement and to pay the other Merger Amounts) on terms and conditions not materially adversely affect less favorable (taken as a whole) to Parent than the terms and conditions (taken as a whole) set forth in the Debt Commitment Letter (taking into account any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (amarket “flex” terms) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (bii) Lender promptly notify the Company of such unavailability and the reason therefor; provided, that, in no event shall Parent and Merger Sub be obligated to accept or pursue any such alternative financing if it is materially less favorable (taken as a whole) to Parent than the terms and conditions (taken as a whole) set forth in the Debt Commitment Letter (taking into account any market “flex” terms). If any alternative financing is required in accordance with the immediately preceding sentence, Parent shall use its assigns will not be subject reasonable best efforts to any counterclaimobtain, demand or offsets which Tenant may have against Landlord (except and when obtained, provide the Company with a copy of, a new financing commitment that provides for any Escrow Payments or Net Award actually held by Lender).such alternative debt financing, and Parent shall

Financing. (a) Tenant agrees Subject to pay the terms and conditions of this Agreement, Buyer shall use its reasonable best efforts to take, or cause to be taken, all appropriate actions and to do, or cause to be done, all things reasonably necessary to arrange and cause the Company Group to obtain the Financing on a timely basis (taking into account the anticipated timing of the Marketing Period) on terms and conditions not less favorable to Buyer and its Affiliates (including, after the Closing, the Company Group) than those contained in the applicable Commitment Letters and the Fee Letter (including any “market flex” provisions that are contained in the Fee Letter), including using reasonable costs best efforts to (i) maintain in effect the applicable Commitment Letters (subject to Buyer’s right to replace, restate, supplement, modify, assign, substitute, waive or amend the Commitment Letters in accordance herewith), (ii) cause the Company Group to enter into definitive agreements with respect to the Debt Commitment Letter (such definitive agreements being referred to as the “Debt Financing Agreements”) on terms and expenses incurred conditions not less favorable to Buyer and its Affiliates (including, after the Closing, the Company Group) than those contained in the Debt Commitment Letter and the Fee Letter (including any such “market flex” provisions contained in the Fee Letter), provided that such Debt Financing Agreements shall not, without the prior written consent of Sellers (not to be unreasonably withheld, conditioned or delayed) impose new or additional conditions, or otherwise replace, amend, supplement or modify any of the conditions, to the receipt of the Debt Financing, in each case, in a manner that would reasonably be expected to (A) make the funding of the Debt Financing (or the satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or (B) materially delay or prevent the Closing, (iii) satisfy on a timely basis (taking into account the anticipated timing of the Marketing Period) or obtain, and use reasonable best efforts to cause the Debt Financing Sources to provide, the waiver of all conditions applicable to Buyer contained in the applicable Commitment Letters (or any definitive agreements related thereto) that are within Buyer’s control, (iv) enforce its rights under the Commitment Letters or the Debt Financing Agreements and (v) cause the Company Group to consummate the Financing contemplated by Landlord in connection the Commitment Letters and the Fee Letter substantially concurrently with the purchase, leasing Closing. Buyer shall keep Sellers informed upon request on a reasonable basis and initial financing in reasonable detail of the Leased Premises includingstatus of its efforts to arrange the Financing. Buyer shall give Sellers prompt notice upon having knowledge of any material breach by any party to any of the Commitment Letters or any termination of, without limitationor failure to satisfy any condition precedent that has not been waived set forth in, any of the reasonable cost Commitment Letters. Buyer will promptly (and in any event within two Business Days of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feereceipt) provide the Sellers with any material notices from the Debt Financing Sources relating to the availability of the Debt Financing at the Closing. (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications Other than as set forth in this LeaseSection 6.20(b) or Section 6.20(c), provided prior to the Closing, Buyer shall not, without the prior written consent of Sellers (not to be unreasonably withheld, conditioned or delayed), replace, amend, supplement, modify or amend and restate (or enter into any consent, waiver or forbearance with respect to) any provision of the Commitment Letters (it being understood that Tenant the exercise of any “market flex” provisions contained in the Fee Letter shall not be obligated deemed a replacement, amendment, supplement, modification or waiver) to agree the extent such replacement, amendment, supplement, modification or waiver would (i) reduce the aggregate amount of the Financing such that Buyer and the Company Group would not or do not have sufficient cash proceeds to permit (I) the Company Group to pay the Estimated Distribution Amount on the Closing Date and (II) Buyer to pay the Purchase Price on the Closing Date or (ii) impose new or additional conditions, or otherwise replace, amend, supplement or modify any change which increases its obligations hereunder of the conditions, to the receipt of the Financing, in each case, in a manner that would reasonably be expected to (A) make the funding of the Financing (or the satisfaction of the conditions to obtaining the Financing) less likely to occur or (B) materially delay or prevent the Closing; provided that Buyer may replace, amend, supplement or modify the Debt Commitment Letter to add as parties thereto lenders, lead arrangers, bookrunners, syndication agents or similar entities (or titles with respect to such entities) that have not executed the Debt Commitment Letter as of the date of this Agreement (it being understood that the aggregate commitments of the lenders party to the Debt Commitment Letter prior to such replacement, amendment, supplement or modification may be reduced in the amount of such additional party’s commitments); provided, further, that Buyer shall notify Sellers in writing of any such replacement, amendment, supplement or other modification of, or waiver of any provision or remedy under, any Commitment Letter reasonably promptly, and in any material respectevent within two Business Days, after the time such replacement, amendment, supplement, modification or waiver is agreed. In particular, Tenant shall agree, upon request of Landlord, to supply Upon any such Lender replacement, amendment, supplement, other modification or amendment and restatement of, or consent, waiver or forbearance under, the Equity Commitment Letter or Debt Commitment Letter in accordance with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend this Section 6.20, the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender).term

Financing. (a) Tenant agrees Prior to pay all reasonable costs the Closing, the parties intend to solicit, negotiate and expenses incurred enter into an Equity Financing and related Financing Agreements (or a Company Equity Financing and related Company Financing Agreements, as the case may be), pursuant to which certain investors, upon the terms and subject to the conditions set forth therein, shall purchase certain Parent Common Stock (or securities convertible into Company Capital Stock, as the case may be) in a private placement or placements to be consummated, in the case of Parent, substantially contemporaneously with the consummation of the transactions contemplated hereby, and, in the case of the Company, during the period between from date of this Agreement through and including the Closing Date, and which shall, in each case, be subject to each party’s prior written consent (not to be unreasonably withheld, conditioned or delayed), and, with respect to Company Financing Agreements, subject to the Company Equity Financing Limitation. Each of Parent, Merger Sub and the Company shall cooperate in good faith with respect to the Equity Financing (or Company Equity Financing, as the case may be) contemplated by Landlord this Agreement and the negotiation and entering into any Financing Agreement (or Company Financing Agreement, as applicable) related thereto. In addition, both the identity of any participant in an Equity Financing (or Company Equity Financing), and the proposal of or agreement to any material terms in connection therewith, shall be subject to each party’s prior written consent (not to be unreasonably withheld, conditioned or delayed), and with respect to any Company Financing Agreement, subject to the purchaseCompany Equity Financing Limitation; provided, leasing and initial financing of that the Leased Premises including, without limitationparties intend that any Equity Financing or Company Equity Financing be structured in a manner as would not adversely impact the Intended Tax Treatment. Notwithstanding anything to contrary contained in this Agreement, the reasonable cost aggregate amount of appraisalsCompany Equity Financing (including the issuance of Senior Notes) raised, environmental reports, title insurance, surveys, legal fees committed or issued prior to the Closing by the Company shall not exceed $25,000,000 (inclusive of principal amount and expenses and Lender’s commitment feeinterest) (the “Company Equity Financing Limitation”). (b) If Landlord desires None of the Company, Parent or Merger Sub shall, between the date of this Agreement and the Effective Time or the earlier termination of this Agreement, enter into, modify or waive, or provide consent to obtain modify or refinance waive (including consent to termination, to the extent required), any Loanprovisions or remedy under any Financing Agreements (or Company Financing Agreements, Tenant shall negotiate as the case may be) entered into prior to the Closing without the prior written consent of the other parties hereto (not to be unreasonably withheld, conditioned or delayed); provided, that any modification or waiver that is solely administrative in good faith with Landlord concerning nature and does not affect any request made by economic or any Lender other material term (including any conditions to closing) of such Financing Agreement or proposed Lender Company Financing Agreement (for changes or modifications in this Lease, which the parties already provided that Tenant their prior written consent) shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request require the prior written consent of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)parties.

Financing. (a) Tenant agrees Each of Parent and Sub will use its reasonable best efforts to pay obtain the Financing on the terms and conditions described in the Financing Letter, including using its reasonable best efforts (i) to negotiate definitive agreements with respect thereto on the terms and conditions contained in the Financing Letter (without regard to any adverse impact on any of Parent’s corporate default or equivalent credit ratings (whether by Xxxxx'x, Standard & Poor's or other recognized credit rating agencies)), and on such other terms as Parent and the Lenders shall agree, (ii) to satisfy (or obtain the waiver of) all conditions on a timely basis to obtaining the Financing applicable to each of Parent and Sub set forth in such definitive agreements that are within its control, (iii) to comply in all material respects with its obligations under the Financing Letter (or obtain the waiver thereof) and (iv) to enforce its rights under the Financing Letter. Parent shall give the Company prompt notice upon becoming aware of any material breach of the Financing Letter by a party to the Financing Letter or any termination of the Financing Letter. Parent shall keep the Company informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Financing and provide to the Company, upon its request, copies of the definitive documents related to the Financing (other than fee letters) and shall not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Financing Letter if such amendment, modification or waiver (i) reduces the aggregate amount of Financing, (ii) adversely amends or expands the conditions to the drawdown of the Financing in any respect that could make the conditions less likely to be satisfied by the End Date, (iii) can reasonably be expected to delay the Closing or the date on which the Financing would be obtained or (iv) is otherwise adverse to the interests of the Company in any other respect except with the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned). In the event that all conditions in the Financing Letter have been satisfied or, upon funding, will be satisfied, Parent and Sub shall use their reasonable best efforts to cause the Lenders to fund on the Closing Date the Financing required to consummate the Merger and the other Transactions (provided Parent is not required to bring any claims against Lenders to cause the Lenders to fund such Financing). In the event that Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing unlikely to occur in the manner or from the sources contemplated in the Financing Letter, Parent shall immediately notify the Company and Parent and Sub shall use their respective reasonable best efforts to arrange any such portion (other than amounts that are replaced by Parent’s cash on hand) from alternative sources (such portion from alternate sources, the “Alternate Financing”) on terms and conditions, taken as a whole, no less favorable to Parent and Sub. For the avoidance of doubt, in the event that (x) the proceeds from the Senior Notes are not available, (y) all closing conditions contained in Article VII (other than the delivery of a certificate pursuant to Sections 7.02(a) and 7.03 (a)) shall have been satisfied or waived and (z) the Bridge Facility and Senior Facility contemplated by the Financing Letter (or Alternate Financing obtained in accordance with this Agreement) and the proceeds thereof are available on the terms and conditions described in the Financing Letter (or replacement thereof), then Parent and Sub shall cause the proceeds of the Bridge Facility to be used in lieu of proceeds from the Senior Notes on the Closing. (b) Prior to the Closing, the Company shall provide, and shall cause the Company Subsidiaries to provide, and shall use its reasonable best efforts to cause its and their officers and employees to provide, on a timely basis, all reasonable costs cooperation requested by Parent and expenses incurred by Landlord that is customary in connection with the purchase, leasing and initial financing arrangement of the Leased Premises includingFinancing or any Alternate Financing to be incurred in connection with the Transactions (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries), without limitationincluding using its commercially reasonable efforts to (i) facilitate the provision of guarantees and pledge of collateral (effective as of the Closing), (ii) provide financial and other pertinent information regarding the reasonable cost Company and the Company Subsidiaries as may be reasonably requested in writing by Parent in order to consummate the Financing or as necessary to satisfy the conditions set forth in the Financing Letter (as in effect on the date of this Agreement), (iii) provide copies of the most recent appraisals, environmental reports, evidence of title (including copies of deeds, lease documentation, title insurance policies and/or commitments for title insurance, title opinions, surveys, and similar information), and similar information with respect to the properties and assets of the Company and the Company Subsidiaries as may be reasonably requested by Parent, (iv) provide other reasonably requested customary certificates or documents, including a customary certificate of the principal financial officer of the Surviving Corporation (in his capacity as such) with respect to solvency matters, (v) request such customary legal fees opinions (which may be reasoned if circumstances require) and customary comfort letters as may be reasonably requested by Parent, (vi) participate in a reasonable number of informational meetings and road show meetings in connection with the Financing and (vii) assist Parent and its financing sources in the preparation of all agreements (including review of schedules for completeness), offering documents, an offering memorandum and other marketing and rating agency materials for the Financing or any such Alternate Financing, it being understood and agreed that information and documents provided by the Company and the Company Subsidiaries may be delivered to agents and lenders under the Financing Letter and their representatives (subject to customary arrangements for confidentiality that are substantially similar to the provisions in the Confidentiality Agreement or reasonably acceptable to the Company); provided that no certificate, document or instrument referred to above shall be effective until the Effective Time and none of the Company or any of the Company Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with the Financing prior to the Effective Time. Parent shall promptly, upon request by the Company, reimburse Company for all out-of-pocket costs (including attorneys’ fees) incurred by the Company or any of the Company Subsidiaries in connection with the cooperation of the Company and the Company Subsidiaries contemplated by this Section 6.14 and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective directors, officers, employees and representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing and Lender’s commitment feeany information used in connection therewith, except with respect to any information provided by the Company or any of the Company Subsidiaries. The Company and the Company Subsidiaries shall afford Parent and its authorized representatives (who shall include agents and lenders under the Financing Letter and their representatives) reasonable access, during normal business hours and upon reasonable notice, to the real property of the Company and the Company Subsidiaries to conduct such investigations and activities as are necessary to consummate the Transactions; provided that any such investigations and activities shall be conducted in such a manner as not to interfere unreasonably with the normal operations of the Company and the Company Subsidiaries. (bc) If Landlord desires For purposes of this Section 6.14, the term “Financing” shall also be deemed to obtain include any Alternative Financing and the term “Financing Letter” shall also be deemed to include any commitment letter (or refinance any Loan, Tenant shall negotiate in good faith similar agreement) with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent respect to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)Alternate Financing.

Financing. (a) Tenant agrees On or prior to the Merger Effective Time, Sun shall use its reasonable best efforts to take, or cause to be taken, all actions, and use its reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to obtain, or cause its Subsidiaries (or ListCo or its Subsidiaries), as applicable, to obtain, funds sufficient to fund the Financing Amounts by the Merger Effective Time. In furtherance and not in limitation of the foregoing, Sun undertakes not to agree to (A) any amendment (I) to the Debt Commitment Letter that would reduce the amount of the Debt Financing provided thereunder to an amount less than Sun, ListCo and their respective Subsidiaries would need, together with all other sources of funding available to them, to fund the Financing Amounts by the Merger Effective Date or (II) to the conditions to the funding of the Debt Financing thereunder in a manner that would reasonably be expected to impair, prevent or delay the consummation of the transactions contemplated hereby or (B) the termination of the Debt Commitment Letter to the extent doing so would reasonably be expected to impair, prevent or delay the consummation of the transactions contemplated hereby, including the ability of ListCo or Merger Sub to timely pay all reasonable costs or a portion of the Cash Consideration and expenses incurred by Landlord of Sun to timely pay other amounts payable under or in connection with this Agreement. In the purchaseperiod between the date of this Agreement and the Effective Date, leasing and initial Sun shall (i) reasonably promptly upon request from Xxxxxx, provide Willow updates about the preparation of the financing of the Leased Premises includingtransactions contemplated by this Agreement and (ii) promptly inform Xxxxxx after becoming aware of any circumstance or event which would reasonably be expected to materially impair, without limitationprevent or materially delay ListCo, Merger Sub or Sun’s ability to obtain, funds sufficient to fund the reasonable cost Financing Amounts by the Merger Effective Time. Without prejudice to ListCo or Merger Sub’s legal and contractual responsibility to pay the Cash Consideration when due or Sun’s legal and contractual responsibility to pay any other amounts due and payable under or in connection with this Agreement, Willow hereby acknowledges and agrees that, to the extent other financing (or financing commitments) is available to ListCo or Merger Sub and Sun and its Subsidiaries, as applicable to timely pay the Financing Amounts, Sun, ListCo or Merger Sub or any of appraisalstheir applicable Affiliates may finance using such other financing (or financing commitments), environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feesuch amounts or portion thereof. (b) If Landlord desires Prior to obtain the Merger Effective Time, Willow shall, and shall cause the Willow Subsidiaries to, and shall use its reasonable best efforts to cause its and their Representatives to, provide all customary cooperation and all customary financial information, in each case, that is reasonably requested by Sun or refinance ListCo in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Willow and the Willow Subsidiaries), including: (i) furnishing to Sun (A) audited consolidated balance sheets and related consolidated statements of income, comprehensive income, stockholders’ equity (deficit) and cash flows for Willow for each of the three most recently completed fiscal years of Willow ended at least sixty (60) days prior to the Effective Date prepared in accordance with GAAP applied on a basis consistent with that of the most recent fiscal year and (B) unaudited condensed consolidated balance sheets and related condensed consolidated statements of income, comprehensive income and cash flows (in each case, subject to normal year-end adjustments and absence of footnotes) for each subsequent fiscal quarter ended on a date that is at least forty (40) days before the Effective Date (other than with respect to the fiscal quarter that is the last fiscal quarter of the fiscal year); (ii) furnishing to Sun such information regarding Willow and the Willow Subsidiaries as is reasonably requested in writing by Sun (A) in connection with the preparation of customary offering and marketing documents (and any Loansupplements thereto) relating to the Financing, Tenant shall negotiate including identifying whether any information provided to Sun constitutes material non-public information or (B) reasonably necessary to permit Sun to prepare pro forma financial statements customarily included in good faith marketing and offering documents with Landlord concerning respect to a private placement of debt securities pursuant to Rule 144A under the Securities Act or a registered offering of debt securities; (iii) furnishing to the Financing Sources customary authorization letters authorizing the distribution of information (to the extent included in a customary information memorandum relating to a bank financing), limited solely to historical information on Willow and the Willow Subsidiaries included in such confidential information memorandum and solely to the extent Xxxxxx has had a reasonable time period to review any request made such confidential information memorandum with information about Willow or the Willow Subsidiaries or based on information about Willow or the Xxxxxx Subsidiaries, and containing a customary negative assurance representation to the Financing Sources and a customary representation to the Financing Sources that the public-side versions of such documents, if any, do not include material non-public information about Willow, the Willow Subsidiaries or any of their respective securities (iv) requesting Xxxxxx’s independent accountants to provide customary assistance and cooperation reasonably requested by Sun with any Lender offering of securities, including participating in customary due diligence sessions and providing any customary “comfort” letters (including customary “negative assurance” comfort for any applicable Financing); (v) reasonably cooperating with any customary due diligence process as reasonably requested by Xxx or proposed Lender the Financing Sources, including participating (including by way of causing management, including Xxxxxx’s Chief Executive Officer and Chief Financial Officer to participate) in a reasonable number of due diligence sessions, road shows, drafting sessions, conference calls and meetings with the Financing Sources, rating agencies and prospective lenders, at reasonable times, with reasonable advance notice and as reasonably necessary for changes any Financing; (vi) facilitating the execution and delivery at the Merger Effective Time of definitive and ancillary documents required in connection with or modifications reasonably related to any Financing; (vii) assisting Sun in preparing a customary rating agency presentation in connection with any Financing; (viii) providing all documentation and other information about Willow and each of its Subsidiaries relating to (and as reasonably required by) applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act as reasonably requested in writing by Sun in connection with any Financing with reasonable advance notice; and (ix) providing assistance with the syndication of the Bridge Facility described (and as defined) in the Debt Commitment Letter, as reasonably necessary and typical in syndications of committed facilities, including meetings with management, introduction to existing lenders and communication therewith. (c) Notwithstanding anything to the contrary in this LeaseClause 7.7 and Clause 7.8, neither Xxxxxx nor any Willow Subsidiary shall, pursuant to this Clause 7.7 or Clause 7.8: (i) be required to (x) pay any commitment fee or incur any other fees, expenses, obligations or other liabilities prior to the Merger Effective Time for which it is not previously or simultaneously reimbursed and indemnified, or (y) become an issuer or an obligor with respect to the Financing prior to the Merger Effective Time; (ii) be required to cause any director, officer, member, partner, accountant, legal counsel, employee or other Representative of Xxxxxx or any Xxxxxx Subsidiary to take any action that would reasonably be expected to result in such Person incurring any personal liability; (iii) be required to waive or amend any terms of this Agreement; (iv) be required to provide any information that is prohibited or restricted from being provided by applicable Law or any Willow Material Contract existing as of the date hereof, is legally privileged or that Tenant would jeopardize any attorney-client privilege (provided, however, that Willow shall use its commercially reasonable efforts to provide an alternative means of disclosing or providing such information to the maximum extent permitted by Law or such contractual obligation or to the maximum extent that does not result in a loss of such legal privilege, as applicable), and in the event that Willow or any Willow Subsidiary does not provide access or information in reliance on this sub-clause, Willow shall provide notice to Sun that information is being withheld; (v) be obligated required to, nor shall any of their directors, employees, officers, members, partners or managers be required to, adopt resolutions or consents to approve or authorize the execution of the agreements, documents and instruments (other than customary authorization letters or as set forth in Clause 7.8) pursuant to which the Financing is obtained or to execute, deliver or enter into, or perform any agreement, document or instrument, including any credit or other agreements, guarantees, pledge or security documents or certificates in connection with the Financing, in each case, that would be effective prior to the Merger Effective Time and any such action, authorization, consent, approval, execution, delivery or performance will only be required of the respective directors, employees, officers, members, partners or managers of Xxxxxx and the Willow Subsidiaries who retain their respective positions as of, and immediately after, the Merger Effective Time (except in each case with respect to customary authorization letters or as set forth in Clause 7.8); (vi) be required to (or be required to cause their Representatives to) enter into or approve any agreement or other documentation, or agree to any change which increases its obligations hereunder or modification of any existing agreement or other documentation, in any material respect. In particulareach case, Tenant shall agree, upon request of Landlord, that would be effective prior to supply any such Lender with such notices and reasonable information the Merger Effective Time (other than customary authorization letters or as Tenant is set forth in Clause 7.8); (vii) be required to give (or be required to Landlord hereunder and cause their Representatives to) provide any indemnity prior to extend the rights Merger Effective Time for which it has not received prior reimbursement or is not otherwise concurrently indemnified by or on behalf of Landlord hereunder Sun; (viii) be required to (or be required to cause their Representatives to) take any such Lender and to consent to such financing action that would conflict with or violate any charter or other organizational documents of Willow or any of the Willow Subsidiaries as in effect on the date hereof or any applicable Laws if such consent is requested conflict or violation would be material; (ix) be required to (or be required to cause their Representatives to) take any actions that would cause any representation or warranty in this Agreement to be breached by Willow or any Willow Subsidiary or that would cause any Condition to fail to be satisfied (in each case unless Sun waives such Lenderbreach or failure prior to Willow or any Willow Subsidiary taking such action); (x) be required to (or be required to cause their Representatives to) take any actions that would unreasonably interfere with Xxxxxx’s and the Willow Subsidiaries’ business or operations, taken as a whole; or (xi) be required to (or be required to cause their Representatives to) prepare or furnish pro forma financial statements. (d) All non-public or otherwise confidential information regarding Willow or the Willow Subsidiaries obtained by Sun or ListCo or their respective Representatives pursuant to this Clause 7.7 from or on behalf of Willow shall be kept confidential in accordance with the Confidentiality Agreement; provided that, notwithstanding anything to the contrary herein or in the Confidentiality Agreement, such information may be disclosed (i) to prospective lenders, underwriters, initial purchasers, dealer managers and agents during syndication and marketing of the Financing that enter into confidentiality arrangements customary for financing transactions of the same type as the Financing (including customary “click- through” confidentiality undertakings) and (ii) on a confidential basis to rating agencies. Tenant shall provide any other consent or statement Sun and ListCo shall, and shall execute any and all other documents that such Lender requires in connection with such financingcause their Representatives to, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender give Xxxxxx and its assigns will not be liable for Representatives a reasonable period of time to review and comment on any misrepresentationmaterials related to the financing of the transactions hereunder (including offering memoranda, act investor presentations, rating agency presentations or omission of Landlord other marketing materials) containing any or based upon any information about Willow or the Willow Subsidiaries and (b) Lender and shall consider in good faith any comments received from Willow or its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)Representatives.

Financing. (a) Tenant agrees Parent shall use its reasonable best efforts to pay take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper to consummate and obtain the Financing on the terms and conditions described in the Debt Commitment Letter by the Closing, including using reasonable costs best efforts to (i) maintain in effect and expenses incurred comply in all material respects with its obligations under the Debt Commitment Letter, (ii) satisfy on a timely basis all conditions to the funding of the Financing set forth in the Debt Commitment Letter or the definitive financing agreements and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by Landlord the Debt Commitment Letter (including after giving effect to any “market flex” provisions in connection with the purchaseFinancing) or, leasing if available, on other terms that are acceptable to Parent and initial financing would not adversely affect in any material respect (including with respect to timing and conditionality) the ability of Parent, Opco and Merger Sub to consummate the transactions contemplated herein (the “Debt Financing Agreements”). Parent shall keep the Company informed on a regular basis and in reasonable detail of the Leased Premises includingstatus of its efforts to arrange the Financing. Without limiting the effect of the foregoing, without limitationParent shall give the Company prompt notice of (i) any material breach or default by any other party to the Debt Commitment Letter or the Debt Financing Agreements of which Parent becomes aware, (ii) the reasonable cost receipt of appraisalsany written notice or other written communication with respect to any actual or potential breach, environmental reportsdefault, title insurancetermination or repudiation by any party to the Debt Commitment Letter or any Debt Financing Agreement or any provision thereof or any material dispute or disagreement between or among any parties to the Debt Commitment Letter or any Debt Financing Agreement with respect to the obligations to fund the Financing or the amount of the Financing to be funded at the Closing, surveys, legal fees and expenses and Lender’s commitment fee(iii) the expiration or termination for any reason of the Debt Commitment Letter or the commitments thereunder or if for any reason all or any portion of the Financing becomes unavailable. (b) If Landlord desires Parent shall not, and shall not permit OpCo or Merger Sub to, agree to obtain or refinance permit any Loantermination, Tenant shall negotiate in good faith with Landlord concerning amendment, replacement, supplement or other modification of, or waive any request made by any Lender of its material rights under, the Debt Commitment Letter or proposed Lender for changes or modifications in this Lease, provided that Tenant the Debt Financing Agreements without the Company’s prior written consent (which consent shall not be obligated unreasonably withheld, conditioned or delayed); provided that Parent, OpCo and Merger Sub may, without the Company’s prior written consent (i) enter into any amendment, replacement, supplement or other modification to agree or waiver of any provision of the Debt Commitment Letter or the Debt Financing Agreements that does not (w) reduce the aggregate amount of net cash proceeds from the Financing below the amounts otherwise required to any change which increases its obligations be paid by Parent, OpCo or Merger Sub hereunder in cash, (x) impose new or additional conditions to the funding of the financing, (y) adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Debt Financing Agreements or (z) otherwise contain any material respect. In particularprovisions that would reasonably be expected to prevent, Tenant shall agreematerially delay or materially impede the consummation of the Financing or the Transactions; and (ii) amend the Debt Commitment Letter to add lenders, upon request lead arrangers, book runners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of Landlord, to supply the date of this Agreement so long as any such Lender with such notices addition would not reasonably be expected to prevent, materially delay or materially impede the consummation of the Financing or the Transactions. For the avoidance of doubt, each of Parent, OpCo or Merger Sub may, if it so determines in its discretion, arrange for alternative financing for the Transactions from a third party or parties (and reasonable information thereafter the “Debt Commitment Letter” and “Financing” as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent defined herein shall refer to such financing commitment) on terms and conditions not less favorable to Parent (taken as a whole), if such consent is requested alternative financing does not contain any provisions that would otherwise be prohibited by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant proviso to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)the immediately preceding sentence.

Financing. (a) Tenant agrees Without Seller’s prior written consent (such consent not to pay all reasonable costs and expenses incurred by Landlord in connection with the purchasebe unreasonably withheld, leasing and initial financing of the Leased Premises includingconditioned or delayed), without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment fee. (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant Acquiror shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particularreplacement, Tenant shall agreeamendment or modification to the Financing Commitments if such replacement, upon request amendment or modification would (x) reduce the amount of Landlord, aggregate cash proceeds available from the Financing to supply any such Lender with such notices and reasonable information as Tenant is less than required to give consummate the Closing, (y) impose new or additional conditions precedent that would reasonably be expected to Landlord hereunder materially delay or prevent the Closing or make the funding of the Financing materially less likely to occur or (z) materially impact the ability of Acquiror to enforce its rights against other parties to the Financing Commitments of the definitive agreements with respect thereto. Acquiror shall use its reasonable best efforts to take, or cause to be taken, all actions and to extend do, or cause to be done, all things necessary to arrange and obtain the rights Financing on the terms and conditions described in the Financing Commitments (including the flex provisions therein, but not in excess or outside of Landlord hereunder such provisions unless so agreed by Acquiror, and taking into account the anticipated timing of the Marketing Period), including using its reasonable best efforts to take such actions as set forth on Schedule 6.9. Without limiting the generality of the foregoing, Acquiror shall give Seller prompt written notice: (A) of any breach or default or threatened breach or default by any party to any such Lender and to consent to such financing Financing Commitment, in each case, of which Acquiror becomes aware, if such consent is requested by such Lender. Tenant shall provide any other consent breach or statement and shall execute any and all other documents that such Lender requires default would reasonably be expected to result in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as a material delay of the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord Closing Date; and (bB) Lender and its assigns will not be subject of the receipt of any written notice or other written communication from any Person with respect to any counterclaimbreach or default or threatened breach, demand termination or offsets which Tenant may have against Landlord (except for repudiation by any Escrow Payments or Net Award actually held by Lender).party to any Financing

Financing. (a) Tenant agrees Parent will use its reasonable best efforts to pay do all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Bank Commitment Letter (including using its reasonable costs best efforts (i) to satisfy (or obtain the waiver of) all conditions on a timely basis to obtaining the Financing applicable to Parent or its wholly owned subsidiary set forth in the Bank Commitment Letter that are within its control; and expenses incurred by Landlord (ii) to comply in connection all material respects with its obligations under the purchase, leasing and initial financing Bank Commitment Letter relating to the Financing (or obtain the waiver thereof)). Parent shall give Seller prompt notice upon becoming aware of any breach of the Leased Premises includingBank Commitment Letter that would reasonably be expected to prevent Parent from obtaining the Financing or would reasonably be expected to lead to termination of the Bank Commitment Letter. Parent shall keep Seller informed promptly and in reasonable detail of the status of its efforts to arrange the Financing and shall not permit any material amendment or modification to be made to, without limitationor any waiver of any material provision or remedy under, the Bank Commitment Letter if such amendment, modification or waiver can reasonably be expected to delay the consummation of the transactions contemplated hereby. If all conditions in the Bank Commitment Letter have been satisfied or, upon funding, will be satisfied, Parent shall use its reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment feebest efforts to cause the Bank to fund on the Closing Date the Financing required to consummate the transactions contemplated hereby. (b) If Landlord desires Provided that the representations in Section 5.5(b) shall be true and correct after giving effect to obtain or refinance any Loansuch amendment, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, Parent and Buyer may amend the Bank Commitment Letter; provided that Tenant shall such amendment would not be obligated to agree to (i) impose new or additional conditions, or otherwise expand any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlordconditions, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights receipt of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender).Financing,

Financing. (a) Tenant agrees Subject to pay all the terms and conditions of this Agreement, Buyer shall use its reasonable costs best efforts to obtain the Financing on the terms and expenses incurred by Landlord conditions described in connection with the purchaseFinancing Letter, leasing after giving effect to the market flex terms in the Fee Letter, and initial financing shall not permit any amendment or modification to be made to (other than to amend the Financing Letter to add lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Financing Letter as of the Leased Premises includingdate of this Agreement), without limitationor any waiver of any provision or remedy under, the reasonable cost Financing Letter or the Fee Letter, if such amendment, modification or waiver (i) reduces the aggregate amount of appraisalsthe Financing or (ii) imposes new or additional conditions or other terms or otherwise expands, environmental reportsamends or modifies any of the conditions to the receipt of the Financing or other terms in a manner that would reasonably be expected to (x) delay or prevent the Closing (y) make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur or (z) adversely impact the ability of Buyer to enforce its rights against the other parties to the Financing Letter or the definitive agreements with respect thereto; provided that Buyer shall have the right to substitute other financing for all or any portion of the Financing from the same and/or alternative financing sources; provided, title insurancefurther, surveysthat such substitution shall only be permitted if (i) the terms thereof would not be reasonably expected to delay or prevent the Closing or make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur and (ii) the conditions to the Financing set forth in the Financing Letter would not be expanded or modified in a manner that would reasonably be expected to delay or prevent the Closing, legal fees provided, still further, that any such substitute financing shall not obligate any of Seller or its Affiliates (including the Subsidiary) as a surety, guarantor or indemnitor or to extend credit to any Person. Any reference in this Agreement to (A) “Financing,” shall include the financing contemplated by the Financing Letter as amended or modified in compliance with this Section 6.9(a) and expenses (B) “Financing Letter,” and Lender’s commitment fee“Fee Letter” shall include such documents as amended or modified in compliance with this Section 6.9(a). (b) If Landlord desires Buyer shall use its reasonable best efforts (i) to obtain maintain in effect the Financing Letter in accordance with the terms and subject to the conditions thereof, (ii) to negotiate and enter into all definitive agreements with respect to the Financing on the terms and conditions contained in the Financing Letter, including the market flex provisions in the Fee Letter, and (iii) to satisfy all conditions to such definitive agreements and consummate the Financing at or refinance prior to the Closing. Buyer shall keep Seller reasonably apprised of the status of the Financing and developments with respect thereto (including giving Seller prompt notice of any Loanmaterial change with respect to such Financing) and shall provide to Seller copies of all material definitive documents related to the Financing. Without limiting the generality of the foregoing, Tenant Buyer agrees to notify Seller promptly, and in any event within two (2) Business Days, if at any time (x) the Financing Letter shall negotiate expire or be terminated for any reason, (y) any of the other parties to the Financing Letter notify Buyer that such party no longer intends to provide financing on the terms set forth therein or (z) to Buyer’s knowledge (without a requirement of due inquiry), any of the other parties to the Financing Letter is or is alleged to be in good faith with Landlord concerning any request made breach or default thereunder. (c) To the extent necessary to complete the transactions contemplated hereby, Buyer shall use its reasonable best efforts to cause the parties providing Financing to fund on the Closing Date the Financing required to consummate the transactions contemplated hereby and the other transactions contemplated by any Lender or proposed Lender for changes or modifications the Financing Letter, including by taking enforcement action, if all conditions in the Financing Letter and all conditions to Closing contained in this LeaseAgreement are satisfied or waived, provided that Tenant or upon funding will be satisfied. (d) If the Financing Letter shall not be obligated terminated or modified in a manner materially adverse to agree Buyer, if the Financing Letter shall be materially breached or repudiated by the other parties to the Financing Letter, or if any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request portion of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender).Financing becomes unavailable

Financing. (a) Tenant agrees Subject to pay the terms and conditions of this Agreement, Parent and Merger Sub will use their reasonable best efforts to take, or cause to be taken, all reasonable costs actions and expenses incurred by Landlord to do, or cause to be done, on a timely basis, all things necessary, proper or advisable to arrange and obtain the Financing on the terms (including the “market flex” provisions) and conditions described in the Debt Commitment Letters. Parent and Merger Sub will not permit any amendment, supplement or modification to be made to, or any waiver of any provision, right or remedy under, the Financing Agreements without the Company’s prior written consent, which consent shall not be unreasonably withheld, if such amendment, modification or waiver would (i) reduce (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Financing, if the aggregate proceeds would not be sufficient to fund the Financing Purposes, (ii) impose new or additional conditions, (iii) otherwise amend, modify or expand any conditions, to the receipt of the Financing, in the case of this clause (iii), in a manner adverse to Parent or Merger Sub or the Company, or (iv) otherwise expand, amend or modify any other provision of the Debt Commitment Letters, in the case of this clause (iv), in a manner that would reasonably be expected to (x) delay or prevent or make less likely the funding of the Financing (or satisfaction of the conditions precedent to the Financing) on the Closing Date or (y) adversely impact the ability of Parent or Merger Sub or the Company, as applicable, to enforce its rights against other parties to the Financing Agreements, in each of clauses “(x)” and “(y)” in any material respect. Subject to compliance with the other provisions of this Section 7.10(a), Parent and Merger Sub may amend the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letters as of the date of this Agreement, and in connection therewith amend economic and other arrangements with respect to the existing and additional lenders, lead arrangers, bookrunners, syndication agents or similar entities. In the event of such amendment of the Debt Commitment Letters as permitted by the immediately preceding sentence, the financing under such amended Debt Commitment Letters will be deemed to be the “Financing” as such term is used in this Agreement. Without limiting the foregoing, Parent and Merger Sub will use their reasonable best efforts to (1) maintain in effect the Debt Commitment Letters (including any definitive agreements entered into in connection therewith), (2) satisfy on a timely basis all conditions in the Financing Agreements applicable to Parent and Merger Sub to obtaining the Financing, (3) provide to the Financing Sources, no later than May 31, 2014, or sooner to the extent reasonably practicable, the information and materials referred to in Section 5 of Exhibit B to the Debt Commitment Letters of even date herewith (assuming timely compliance by Company with its obligations hereunder in respect of delivery of Required Information), (4) cause the Marketing Period to be concluded on or before the date of the last to occur of the satisfaction or waiver of the conditions to the obligations of Parties set forth in Section 8.01(a), 8.01(b), 8.01(d) and 8.01(e), (5) negotiate and enter into definitive agreements with respect to the Debt Commitment Letters on the terms (taking into account “market flex” provisions) and conditions contained in the Debt Commitment Letters, and other terms consistent with (but in no event containing conditions or contingencies to the funding of the full amount of the Financing not contemplated in) the Debt Commitment Letters (such definitive agreements, together with the purchaseDebt Commitment Letters, leasing the “Financing Agreements”), and initial financing promptly upon execution thereof provide complete executed copies of such definitive agreements to the Company, (6) comply in all material respects with each Financing Agreement, (7) enforce in all material respects their rights under the Financing Agreements, and (8) consummate the Financing at or prior to the Closing. Parent shall give the Company prompt written notice (A) of any breach or default by any party to any Debt Commitment Letter or other Financing Agreements of which Parent or Merger Sub becomes aware, (B) if and when Parent or Merger Sub becomes aware that any portion of the Leased Premises includingFinancing contemplated by any Debt Commitment Letter may not be available for the Financing Purposes, (C) of the receipt of any written notice or other written communication from any Person with respect to any (1) actual or potential breach, default, termination or repudiation by any party to any Debt Commitment Letter or other Financing Agreements or (2) material dispute or disagreement between or among any parties to any Debt Commitment Letter or other Financing Agreements (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or Financing Agreements), and (D) of any expiration or termination of any Debt Commitment Letter or other Financing Agreements. Without limiting the foregoing, when reasonably requested by the Company in writing, Parent and Merger Sub shall keep the Company informed on a reasonably current basis in reasonable detail of the status of their efforts to arrange the Financing and provide to the Company copies of executed copies of the definitive documents related to the Financing (provided that any fee letters, engagement letters or other agreements that, in accordance with customary practice, are confidential by their terms may be redacted so as not to disclose such terms that are so confidential) and copies of any of the written notices or communications described in the preceding sentence. If any portion of the Financing becomes, or would reasonably be expected to become, unavailable on the terms and conditions contemplated by the applicable Financing Agreements (after taking into account flex terms), Parent will use its reasonable best efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions with terms and conditions not materially less favorable, taken as a whole, to Parent than the terms and conditions set forth in the applicable Financing Agreements; provided that such alternative financing shall not, without limitationthe prior written consent of the Company, be subject to any material additional or modified conditions or other contingencies to funding than those contained in the reasonable cost Debt Commitment Letters in effect on the date of appraisalsthis Agreement (such alternative financing, environmental reports“Alternative Financing”) as promptly as practicable following the occurrence of such event. In such event, title insurance(1) the term “Financing” as used in this Agreement will be deemed to include any such alternative debt financing, surveys(2) the term “Financing” will be deemed to include the Alternative Financing, legal fees (3) the term “Debt Commitment Letters” will be deemed to include any commitment letters with respect to any such alternative debt financing and expenses (4) the term “Financing Agreements” will be deemed to include any definitive agreement with respect to the Alternative Financing. Parent and Lender’s commitment feeMerger Sub shall provide notice to the Company promptly upon receiving the Financing. (b) If Landlord desires From and after the date hereof until the earliest of (x) the Closing, (y) the termination of this Agreement and (z) the date on which the Financing is obtained, the Company will use reasonable best efforts to provide, and to cause its Subsidiaries to provide, to Parent at Parent’s cost and expense, and will use reasonable best efforts to cause its and their Representatives to provide, all cooperation reasonably requested by Parent that is customary and necessary to permit Parent to arrange, obtain and syndicate the Financing and cause the conditions in the Financing Agreements to be satisfied, including (i) assisting with the preparation of offering and syndication documents and materials, including information memoranda, lender presentations, rating agency materials and presentations, and similar documents and materials, in connection with the Financing, and providing reasonable and customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders and containing customary information (all such documents and materials, collectively, the “Offering Documents”); provided, that the provision of financial or refinance any Loanother information or data is addressed solely by clause (ii) below, Tenant (ii) preparing and furnishing to Parent and the Financing Sources, as promptly as practicable after it is requested, with all Required Information and other information and disclosures relating to the Company and as shall negotiate be reasonably requested by Parent to assist in good faith with Landlord concerning any request made by any Lender or proposed Lender preparation of the Offering Documents; provided, that, for changes or modifications in this Leasethe avoidance of doubt, provided that Tenant the Company shall not be obligated required to agree prepare or furnish under this Section 7.10(b) or otherwise, (A) pro forma financial statements, pro forma financial information or pro forma adjustments, including those giving effect to the consummation of the Merger, (B) any change which increases its obligations hereunder description of all or any component of the Financing, including any such description to be included in any material respectliquidity or capital resources disclosure and any projections, risk factors or other forward-looking statements relating to all or any component of the Financing, or (C) any other information or statements customarily prepared by the acquiror in like transactions, (iii) causing a member of senior management of the Company to participate at reasonable times in a reasonable number of presentations, due diligence sessions, and sessions with ratings agencies in connection with the Financing, (iv) requesting the Company’s independent auditors to cooperate with Parent’s reasonable best efforts to obtain the Financing, (v) assisting in the preparation of, and executing and delivering, definitive financing documents, including guarantee and collateral documents, hedging agreements, solvency certifications and other certificates and documents as may reasonably be requested by Parent, (vi) facilitating the pledging of collateral for the Financing, including taking commercially reasonable actions necessary to permit the Financing Sources to evaluate the Acquired Companies’ assets and cash management systems for the purpose of establishing collateral arrangements and establishing, as of the Effective Time, bank and other accounts and blocked account agreements and lockbox arrangements in connection with the Financing, (vii) using reasonable best efforts to obtain from the Company’s existing lenders customary payoff letters, lien releases, and instruments of termination or discharge, and (viii) cooperating with Parent to satisfy the conditions precedent to the Financing to the extent within the control of the Acquired Companies; provided, however, in each case, that (A) no obligation of the Company or any of its Subsidiaries under any certificate, document, agreement or instrument (other than the authorization and representation letters referred to above) will be effective until the Effective Time, (B) none of the Company or any of its Subsidiaries shall be required to pay any commitment or other fee or amount or incur any liability in connection with the Financing prior to the Effective Time, (C) the pre-Closing Board of Directors of the Company and the directors, managers and general partners of the Company’s Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained except such resolutions of the directors, managers and general partners of the Company’s Subsidiaries as would not become effective until the Effective Time, (D) none of the Company or any of its Subsidiaries shall be required to execute any definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Financing that become effective prior to the Effective Time, (E) except as expressly provided above, neither the Company nor any of its Subsidiaries shall be required to take any corporate actions prior to the Effective Time to permit the consummation of the Financing and (F) Parent and Merger Sub shall jointly and severally indemnify, defend and hold harmless the Company and its Subsidiaries, and their respective pre-Closing directors, officers and representatives, from and against any and all damages incurred, directly or indirectly, in connection with the Financing or any information provided in connection therewith. In particularconnection with the foregoing, Tenant shall agreethe Company will file with the SEC all quarterly reports on Form 10-Q for the quarterly fiscal periods ending on and after March 31, 2014 not later than 45 days following the end of each fiscal quarter of the Company. The Company hereby consents to the use of its Subsidiaries’ logos in connection with the Financing; provided, however, that such logos are used solely in a manner that does not harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. The Company will, upon request of LandlordParent, use its reasonable best efforts to supply periodically update any such Lender with such notices and reasonable information as Tenant is required Required Information to give be included in any Offering Document to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires be used in connection with such financing, including Financing so that Parent may ensure that any subordination, non-disturbance and attornment agreement, so long as such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the same do statements contained therein not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Leasemisleading. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender Parent shall promptly reimburse the Company and its assigns will not be liable Subsidiaries for any misrepresentation, act all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)Subsidiaries in connection with such Financing cooperation.

Financing. (a) Tenant agrees Parent shall use its commercially reasonable efforts to pay take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Equity Financing on the terms and conditions set forth in the Equity Commitment Letters, including using its commercially reasonable costs efforts to (i) maintain in effect the Equity Commitment Letters until the Merger and expenses incurred the other transactions contemplated by Landlord this Agreement are consummated, (ii) satisfy or cause to be waived on a timely basis all conditions applicable to Parent set forth in connection the Equity Commitment Letters or such definitive agreements that are within its control and otherwise comply with its obligations thereunder and (iii) upon the purchasesatisfaction or waiver of such conditions, leasing consummate the Equity Financing to the extent, and initial financing in the amount required, necessary to consummate the Merger and the Transactions; provided, that nothing herein shall prevent Parent from replacing all or any portion of the Leased Premises includingEquity Financing provided for in the Equity Commitment Letters with one or more commitments from Persons to provide an equal or greater amount of financing to be made available on or prior to the Closing Date with conditionality no less favorable to Parent in any material respect than that provided for in the Equity Commitment Letters, without limitationand upon any such replacement, the reasonable cost definition of appraisals, environmental reports, title insurance, surveys, legal fees "Equity Commitment Letters" set forth in this Agreement shall be deemed to have been modified as appropriate to reflect such replacement debt or equity financing and expenses and Lender’s any related commitment feeletter. (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant Parent shall not be obligated to amend, modify or waive, or agree to amend, modify or waive (in any change which increases its obligations hereunder case, whether by action or inaction), any term of either Equity Commitment Letter without the prior written consent of the Company if such amendment, modification or waiver (i) reduces the aggregate amount of the Equity Financing available on the Closing Date to pay the aggregate Merger Consideration, the aggregate Conversion Amount, the aggregate Warrant Consideration and the aggregate Black-Scholes Value (unless, in the case of this clause (i), such amount is fully replaced with an amount of new financing with conditionality no less favorable to Parent in any material respect. In particular), Tenant shall agreeor (ii) imposes new or additional conditions or amends or modifies any of the conditions precedent to the receipt of the Equity Financing in a manner that would reasonably be expected to (x) materially delay or prevent the Closing, upon request (y) make the timely funding of Landlordthe Equity Financing or satisfaction of the conditions precedent to obtaining the Equity Financing less likely to occur or (z) adversely impact the ability of Parent to enforce its rights against any other party to the Equity Commitment Letters or the definitive agreements with respect thereto in any material respect. (c) From the date of this Agreement until the earlier of (x) the Effective Time and (y) the termination of this Agreement in accordance with its terms, the Company agrees to supply any use its commercially reasonable efforts to provide such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder assistance and to extend the rights cause each of Landlord hereunder its Subsidiaries and Representatives to any provide such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires assistance, in connection with such any equity or debt financing to be undertaken by Parent, Merger Sub or their affiliates for the purpose of funding the Transactions and the related fees and expenses (the "Financing") as is reasonably requested by Parent. Such assistance shall include the following: (i) reasonable cooperation with the marketing by Parent and its Financing Sources of the Financing; (ii) delivery to Parent and its Financing Sources of (A) information with respect to the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries as may be reasonably requested by Parent or its Financing Sources; and (B) customary certificates, evidence of insurance, authorization letters in connection with the marketing materials for the financing, agreements and other documents and materials by the Company and its Subsidiaries and their respective Representatives; (iii) participation by senior management of the Company in the negotiation of, and the execution and delivery of, the agreements, documents and certificates contemplated by the Financing, including (A) officer, secretary, solvency and perfection certificates, corporate organizational documents, good standing certificates, Lien searches, and resolutions requested by Parent or its Financing Sources; (B) documents reasonably requested by Parent or its Financing Sources relating to the repayment of existing debt; and (C) other customary documentation and other information; (iv) taking such actions as are reasonably requested by Parent or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining the Financing; (v) taking all actions as may be reasonably requested by Parent or its Financing Sources in connection with the repayment of the existing indebtedness of the Company and its Subsidiaries; (vi) using its commercially reasonable efforts to cause its independent auditors to cooperate with the Financing, including by (A) providing assistance with the due diligence activities of the Financing Sources and (B) providing access to work papers of the Company and its Subsidiaries and other supporting documents as may be reasonably requested by Parent or its Financing Sources; (vii) obtain accountants' comfort letters, legal opinions, and other documentation and items relating to the Financing as reasonably requested by Parent (including by assisting Parent's legal counsel in connection with obtaining or preparing any of the foregoing); (viii) using its commercially reasonable efforts to provide to Parent all documentation and other information required by Regulatory Authorities or requested by the Financing Sources under applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act, in each case, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date; and (vix) cooperation with Parent's Financing Sources' due diligence, to the extent customary or reasonable; provided, that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries; provided, further, that nothing in this Agreement shall require any cooperation to the extent it would (1) require the Company, its Subsidiaries or the Company Board or the board of directors of any of the Company's Subsidiaries to waive or amend any terms of this Agreement or agree to pay any commitment, financing or other fees or reimburse any expenses prior to the Closing Date, except to the extent reimbursed by Parent; (2) require any officer of the Company or its Subsidiaries to execute or deliver any document or certificate in connection with the Financing that is not contingent upon the Closing or that would be effective prior to the Closing (other than customary documents or certificates solely relating to the Company or its Subsidiaries); (3) require the Company or its Subsidiaries to take any action that would conflict with or violate any applicable Laws or any provision of the organizational documents of the Company, or that would result in a violation or breach of, or default under, any Material Contract in effect as of the date of any such request; or (4) result in any officer or director of the Company or its Subsidiaries incurring any personal liability in connection with the Financing; and provided, further, that neither the Company nor any of its Subsidiaries shall be required to incur any indebtedness, grant any Lien to secure indebtedness of Merger Sub or Parent, or pay any commitment fee or other fee or payment to obtain consent or incur any liability with respect to the Financing prior to the Effective Time, unless Parent has agreed in writing to reimburse and indemnify the Company for any such liabilities in the event the Effective Time does not occur. The Company will provide to Parent and its Financing Sources such information as may be necessary so that the information supplied by or on behalf of the Company and its Subsidiaries does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading and will correct any such untrue statements or omissions promptly after any of the Company, its Subsidiaries or their respective Representatives is aware of such untrue statement or omission. The Company consents to the use of all of its and its Subsidiaries' logos in connection with the Financing. Notwithstanding anything to the contrary contained in this Agreement, no obligation of the Company or its Subsidiaries under any certificate, document or instrument entered into with respect to this Section 5.16(c) shall be effective until the Closing and the Company and its Subsidiaries shall not be required to take any action under any certificate, document or instrument that is not contingent upon the Closing or that would be effective prior to the Closing (other than, in each case, customary documents or certificates solely relating to the Company or its Subsidiaries). Parent shall indemnify, defend and hold harmless the Company and its affiliates, and their respective pre-Closing Representatives, from and against any liability, obligation or loss suffered or incurred by them in connection with the arrangement of the Financing, any information provided in connection therewith (other than arising from information provided by the Company or its Subsidiaries but including any subordinationviolation of the Confidentiality Agreement) and any misuse of the logos or marks of the Company or its Subsidiaries in connection therewith, nonexcept in the event such liabilities, obligations or losses arose out of or result from the willful misconduct of the Company, any of its Subsidiaries or any of their respective Representatives. Parent shall promptly reimburse the Company for any out-disturbance of-pocket costs and attornment agreementexpenses incurred in connection with the Company's, so long as the same do not materially adversely affect any right, benefit of its Subsidiaries' or privilege any of Tenant under this Lease or materially increase Tenant’s their respective Representatives' obligations under this Lease. Such subordination, nondisturbance Section 5.16. (d) Parent acknowledges and attornment agreement may require Tenant to confirm agrees that (a) Lender and its assigns will obtaining the Financing shall not be liable for any misrepresentationa condition to the consummation of the Transactions, act or omission of Landlord and affirms its obligations to consummate the Transactions (b) Lender and its assigns will not be subject to the conditions contained in ARTICLE VI) irrespective and independently of the availability of any counterclaimsuch Financing. For purposes of this Agreement, demand the term "Financing Source" means each Equity Financer and any future source of equity or offsets which Tenant debt financing, if any, that may have against Landlord (except provide financing to Parent or Merger Sub for any Escrow Payments or Net Award actually held by Lender)the Transactions.

Financing. (a) Tenant agrees Subject to pay all the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable costs best efforts to obtain the Financing on the terms and expenses incurred by Landlord conditions (including the flex provisions) described in connection the Financing Letters (including, in the case of the Debt Financing, alternative or additional debt financing consistent with the purchase, leasing Debt Commitment Letter) and initial financing of the Leased Premises including, without limitation, the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees any related Fee Letter and expenses Engagement Letter and Lender’s commitment fee. (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder amendment or modification to be made to, or consent to any waiver of any provision or remedy under, the Financing Letters or any Fee Letter or Engagement Letter without the prior written consent of the Company if such amendments, modifications or waivers (or, in the case of the Debt Commitment Letter, alternative or additional debt financing) would (i) reduce the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount) from that contemplated in the Financing Letters, or (ii) impose new or additional conditions or other terms or otherwise expand, amend or modify any material respect. In particularof the conditions to the receipt of the Financing or other terms in a manner that would be reasonably likely to (x) materially delay or prevent the Closing, Tenant shall agreeor (y) adversely impact the ability of Parent or Merger Sub, upon request of Landlordas applicable, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend enforce its rights against the rights of Landlord hereunder other parties to any such Lender Financing Letter when required pursuant to this Agreement or the definitive agreements with respect thereto. For purposes of clarification, the foregoing shall not prohibit Parent from replacing or amending the Debt Commitment Letter and any related Fee Letter or Engagement Letter solely to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent add additional lenders, lead arrangers, bookrunners, syndication agents or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreementsimilar entities, so long as the same do addition of such additional parties would not reasonably be expected, individually or in the aggregate, to (x) materially delay or prevent the Closing, or (y) adversely affect impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against the other parties to any right, benefit Financing Letter when required pursuant to this Agreement or privilege of Tenant under the definitive agreements with respect thereto. Any reference in this Lease Agreement to (A) “Financing” shall include the financing contemplated by the Financing Letters as amended or materially increase Tenant’s obligations under modified in compliance with this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord Section 6.12 and (bB) Lender and its assigns will not be subject to any counterclaim, demand “Financing Letters” or offsets which Tenant may have against Landlord (except for any Escrow Payments “Debt Commitment Letter” shall include such documents as amended or Net Award actually held by Lender)modified in compliance with this Section 6.12.

Financing. (a) Tenant agrees Parent shall use its commercially reasonable efforts to pay (i) maintain in effect the Commitment Letters and to satisfy on a timely basis all the conditions to obtaining the financing for the Transactions (the “Financing”) set forth therein (including by consummating the equity financing pursuant to the terms and conditions of the Equity Commitment Letter), (ii) enter into definitive financing agreements with respect to the Financing as contemplated by the Debt Commitment Letter and (iii) consummate the Financing at the Closing. Parent and Merger Sub shall not permit any amendment, modification or waiver, in each case, that is materially adverse to the Company to be made to the Commitment Letters without first consulting with the Company, and will obtain the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) prior to agreeing to any such amendment, modification or waiver. To the extent actually known by Parent and Merger Sub, Parent and Merger Sub will keep the Company (x) fully informed of any material breaches by any party of the Commitment Letters or any termination of the Commitment Letters and (y) upon the request of the Company at any time, reasonably informed of the status of the financing process. (b) The Company shall provide, and shall use its commercially reasonable efforts to cause its subsidiaries and the Company Representatives to provide, all reasonable costs and expenses incurred by Landlord cooperation in connection with the purchase, leasing and initial financing arrangement of the Leased Premises Financing including, without limitation, (i) promptly providing to Parent’s financing sources all material financial information in their possession with respect to the reasonable cost of appraisalsCompany and the Transactions as reasonably requested by Parent or Parent’s financing sources, environmental reportsincluding, title insurancebut not limited to, surveys, legal fees information and expenses projections prepared by the Company relating to the Company and Lender’s commitment fee. (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Leasethe Transactions, provided that Tenant shall not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant sources shall provide any be deemed to be one of Parent’s “representatives” under the Confidentiality Agreement and subject to all obligations imposed therein upon a “representative,” (ii) making the Company’s senior officers and other consent or statement and shall execute any and all other documents that such Lender requires Company Representatives reasonably available to Parent’s financing sources in connection with such financingFinancing, including any subordinationto reasonably participate in due diligence sessions and to reasonably participate in presentations related to the Financing, non-disturbance including, without limitation, presentations to rating agencies and attornment agreement(iii) reasonably assisting in the preparation of one or more appropriate offering documents and assisting Parent’s financing sources in preparing other appropriate marketing materials, so long as in each case to be used in connection with the Financing. The Company shall provide the same do not materially adversely affect cooperation at Parent’s request in connection with the Sale-Leaseback or similar transaction with respect to real property owned by the Company (it being understood that any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will such transaction would not be liable consummated prior to the Closing without the mutual agreement of the Company and Parent). (c) If the Commitment Letters are terminated, Parent and Merger Sub shall use commercially reasonable efforts to enter into commitments for any misrepresentation, act alternative financing with other persons or omission of Landlord and (b) Lender and its assigns will modify the capital structure set forth in the Commitment Letters provided the total committed equity financing shall not be subject materially less beneficial to Parent or the Company and shall not be less than the amount set forth in the Equity Commitment Letter (it being understood that Parent and Merger Sub shall provide prompt notice to the Company upon obtaining any counterclaimsuch alternative financing commitments); provided, demand that Parent and Merger Sub shall be under no obligation to obtain or offsets which Tenant may have against Landlord (except for seek to obtain any Escrow Payments financing commitment containing terms or Net Award actually held by Lender)funding conditions less favorable to Parent or Merger Sub than those included in the Commitment Letters.

Financing. (a) Tenant agrees Parent shall use its reasonable best efforts to pay take, or cause to be taken, all actions and do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Commitment Letter, provided, however, that the Parent shall have the right to replace or amend the Commitment Letter from time to time between the date hereof and Closing (A) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof or (B) in any other manner, in each case to the extent such amendment, modification or waiver would not, taken as a whole, have the effect of (i) reducing the aggregate amount of the Financing under any Debt Document (except to the extent any other Financing contemplated by the Commitment Letter is increased by a like amount), (ii) imposing new or additional conditions to the receipt of the Financing or otherwise amending, modifying or expanding any of the conditions to the receipt of the Financing, in each case in a manner that would reasonably be expected to (x) materially delay or prevent the Closing or (y) materially or adversely impact the ability of Parent to satisfy the conditions to obtaining the Financing. Without limiting the generality of the foregoing, the Parent shall use reasonable costs best efforts to (w) maintain in full force and expenses incurred effect the Commitment Letter and comply with its obligations thereunder, (x) satisfy, or cause to be satisfied (or, if deemed advisable by Landlord Parent taking into account the expected timing of Closing, seek the waiver of), on a timely basis and in connection a manner that will not impede the ability of the parties to consummate the Mergers in advance of the Termination Date, all conditions to Parent obtaining the Financing that are required to be satisfied by Parent and its Subsidiaries and that are within the control of Parent (including, after commencement of the Marketing Period and the “marketing period” described in the Commitment Letter), (y) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions contemplated by the Commitment Letter (including any related flex provisions) and otherwise on terms that are acceptable to the Parent and the Financing Sources (such definitive agreements related to the Financing, collectively, with the purchase, leasing and initial financing of the Leased Premises including, without limitationCommitment Letter, the “Debt Documents”), and (z) assuming that all conditions contained in the Commitment Letter have been satisfied, consummate the Financing at or prior to the Closing. Parent shall use its reasonable cost of appraisalsbest efforts to cause the Financing Sources and the other Persons providing or committing to provide such Financing to comply with their obligations under the Commitment Letter and the Debt Documents and to fund on the Closing Date the Financing required to consummate the Mergers and the other transactions contemplated by this Agreement, environmental reports, title insurance, surveys, legal fees including using reasonable best efforts to enforce its rights under the Commitment Letter and expenses and Lender’s commitment feethe Debt Documents. (b) If Landlord desires Parent shall keep the Company reasonably informed of the status of its efforts to obtain arrange the Financing and to satisfy the conditions thereof, and shall give the Company prompt notice (i) of any material breach or refinance material default by any Loanparty to the Commitment Letter or other Debt Document of which Parent becomes aware, Tenant shall negotiate (ii) of the receipt by Parent or any of its Affiliates of any written notice or other written communication from any Financing Source with respect to (x) any actual, threatened or alleged breach, default, termination or repudiation by any party to the Commitment Letter or other Debt Document (including any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to such breach, default, termination or repudiation, and including any proposal by any lender or other Person to withdraw from or terminate the Commitment Letter) or (y) any material dispute or disagreement relating to the Financing between or among any parties to the Commitment Letter or any Debt Document entered into in connection with the Financing and (iii) if for any reason Parent believes in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall it will not be obligated able to agree obtain any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the Debt Documents. (c) If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (after taking into account flex terms), Parent shall promptly notify the Company thereof and, if such portion is necessary to any change which increases consummate the Closing, use its obligations hereunder in any material respect. In particularreasonable best efforts to arrange to obtain alternative debt financing on terms and conditions not less favorable, Tenant shall agree, upon request of Landlordtaken as a whole, to supply Parent and its Subsidiaries than those in the Commitment Letter in an amount sufficient for Parent to make all required payments in connection with the Mergers and the other transactions contemplated hereby, including payment of the Per Share Consideration or Option Cancellation Payment, any such Lender with such notices and reasonable information as Tenant is indebtedness required to give be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Mergers (including all indebtedness of the Company and its Subsidiaries required to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent be repaid, redeemed, retired, cancelled, terminated or statement and shall execute any otherwise satisfied or discharged in connection therewith) and all other documents that such Lender requires in connection with such financingamounts to be paid pursuant to this Agreement and associated fees, costs and expenses of the Mergers and the other transactions contemplated hereby, including any subordinationthe Financing, non-disturbance on the Closing Date (“Alternative Financing”) as promptly as practicable following the occurrence of such event, and attornment agreementthe provisions of this Section 5.16, so long Section 5.17, Section 8.2, Section 8.7, Section 8.13, Section 8.14(b) and Section 8.17 shall be applicable to the Alternative Financing, and, for the purposes of this Agreement, all references to the Financing shall be deemed to include such Alternative Financing, all references to Debt Documents shall include the applicable documents for the Alternative Financing and all references to the Financing Sources shall include the Persons providing or arranging the Alternative Financing. True, complete and correct copies of each commitment letter and other agreement relating to the Alternative Financing will be promptly provided to the Company. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 5.16 will require, and in no event will the reasonable best efforts of Parent be deemed or construed to require, Parent to enter into an Alternative Financing on terms or conditions less favorable, taken as the same do not materially adversely affect any righta whole, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender Parent and its assigns will Subsidiaries than those in the Commitment Letter. (d) Parent acknowledges and agrees that the obtaining of the Financing, or any Alternative Financing, is not be liable for any misrepresentationa condition to Closing. (e) For the avoidance of doubt, act or omission the obligations contained in this Section 5.16 shall terminate upon the occurrence of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)the Closing.

Financing. (a) Tenant agrees Subject to pay all the terms and conditions of this Agreement (including Section 4.12), Investor shall use its reasonable costs best efforts to arrange for the Company to obtain the proceeds of the Debt Financing on the terms and expenses incurred conditions (including the “flex” provisions) described in the Debt Financing Commitment and the Fee Letter, including using its reasonable best efforts to (i) except as otherwise permitted by Landlord this Section 4.11(a), maintain in connection effect the Debt Financing Commitment in accordance with the purchaseterms and subject to the conditions thereof, leasing and initial financing (ii) assist in the satisfaction on a timely basis (giving effect to the anticipated timing of the Leased Premises includingMarketing Period) of all conditions applicable to the Company in obtaining the Debt Financing at the Closing set forth therein (including consummating the Equity Financing on the terms set forth in the Equity Financing Commitment at or prior to Closing), and (iii) negotiate definitive agreements with respect to the Debt Financing on the terms and conditions (including the “flex” provisions) contemplated by the Debt Financing Commitment and the Fee Letter (provided that, upon request by ITW, Investor shall provide copies thereof to ITW on a current basis and consider in good faith any changes or comments thereto proposed by ITW and otherwise keep ITW reasonably informed on a current basis of the status of its efforts to arrange the Debt Financing and afford ITW and the Company reasonable opportunity to attend and participate in any scheduled meetings or negotiations relating to the Debt Financing). Investor shall not, and shall not agree with Guarantor to, enter into any amendment, supplement or other modification of, or waive any of its rights under, the Equity Financing Commitment. Investor may, without limitationthe consent of ITW, (x) amend, replace or modify the Debt Financing Commitment and the Fee Letter to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities or (y) otherwise amend, replace or modify, or consent to any waiver of any provision or remedy under, the Debt Financing Commitment, except for any amendment, replacement, modification, consent or waiver set forth in Schedule 4.11, each of which shall require the prior written consent of ITW, which, upon request, shall be promptly given or denied. For the avoidance of doubt, nothing contained herein shall prevent Investor from or reducing the total amount of funds available under the Debt Financing, provided that, in either case, the representations and warranties set forth in the last sentence of Section 3.6 remain true and correct. Investor shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to closing in Section 6.2 (other than those conditions that by their nature will not be satisfied until the Closing and subject to and in accordance with the terms of the Equity Financing Commitment). Subject to the terms and conditions of this Agreement (including Section 4.12), in the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment, Investor shall promptly notify ITW and shall use its reasonable cost best efforts to arrange for alternative financing from alternative sources (1) in an amount such that the aggregate funds that would be available to the Company at the Closing will be sufficient to perform its obligations hereunder, (2) with conditions to closing and funding which are not, when taken as a whole, more onerous than those in the Debt Financing Commitment, and (3) which shall not (subject to clause (y) of appraisalsthe second sentence of this Section 4.11) include terms that would require ITW’s consent pursuant clause (y) of the second sentence of this Section 4.11. Investor shall promptly (upon reasonable request by ITW) deliver to ITW true and complete copies of all drafts of any alternative financing commitments (and consider in good faith any changes or comments thereto reasonably proposed by ITW) and all final agreements pursuant to which any such alternative source shall have committed to provide Investor with any portion of the Debt Financing. For purposes of this Section 4.11, environmental reportsSection 3.6 and Section 4.12, title insurancereferences to “Debt Financing” shall include the financing contemplated by the Debt Financing Commitment as permitted by this Section 4.11 to be amended, surveysmodified or replaced and references to “Debt Financing Commitment” and “Fee Letter” shall include such documents as permitted by this Section 4.11 to be amended, legal fees modified or replaced, in each case from and expenses and Lender’s commitment feeafter such amendment, modification or replacement. (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications Nothing contained in this LeaseAgreement or otherwise shall require, provided and in no event shall the reasonable best efforts of Investor be deemed or construed to require, Investor to bring any enforcement action against any source of the Financing to enforce its rights under the Financing Commitments, except that Tenant (i) Investor shall not enforce, including by bringing suit for specific performance, the Equity Financing Commitment solely if ITW seeks and is granted a decree of specific performance of the obligations pursuant to the terms of this Agreement to cause the Equity Financing to be obligated funded to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder fund the Investment and to extend consummate the rights of Landlord hereunder Investment after all conditions to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires the granting therefor set forth in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (aSection 10.3(b) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord have been satisfied and (bii) Lender and following a written request by ITW, Investor shall use its assigns will not be reasonable best efforts to enforce (including by litigation) its rights under the Debt Financing Commitment to cause the Financing Sources thereunder to, subject to any counterclaimthe terms and conditions of the Debt Financing Commitment and the satisfaction or waiver of the conditions in ARTICLE VI hereof, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)fund the applicable portion of the Debt Financing at the Closing.

Financing. (a) Tenant agrees (i) Subject to pay all the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable costs best efforts to obtain the Financing on the terms and expenses incurred by Landlord conditions (including the flex provisions) described in connection with the purchaseFinancing Letters pursuant to the terms thereof, leasing and initial financing shall not permit any amendment or modification to be made to, or any waiver of any provision under, the Financing Letters if such amendment, modification or waiver (A) reduces (or could have the effect of reducing) the aggregate amount of the Leased Premises including, without limitationFinancing (including by increasing the amount of fees to be paid or original issue discount unless (x) the Debt Financing or the Equity Financing is increased by a corresponding amount or the Debt Financing is otherwise made available to fund such fees or original issue discount and (y) after giving effect to any of the transactions referred to in clause (x) above, the reasonable cost representation and warranty set forth in Section 4.7 shall be true and correct) or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of appraisalsthe conditions to the receipt of Financing, environmental reportsor otherwise expands, title insuranceamends or modifies any other provision of the Financing Letters, surveysin a manner that would reasonably be expected to (x) delay or prevent or make less likely the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (y) adversely impact the ability of Parent, legal fees and expenses and Lender’s commitment fee. Merger Sub or the Company, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect thereto. Parent shall promptly deliver to the Company copies of any such amendment, modification or replacement (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease, provided that Tenant shall the Parent and Merger Sub may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not be obligated to agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request executed the Debt Commitment Letter as of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lenderdate hereof).

Financing. (a) Tenant agrees Parent has delivered to pay all reasonable costs the Company on the date hereof true and expenses incurred by Landlord in connection with complete copies of an executed equity commitment letter (the purchase“Equity Commitment Letter”) from Gores Capital Partners III, leasing L.P. (the “Sponsor”) to provide, subject to the terms and initial conditions therein contained, equity financing of to Parent and EuCo to which the Leased Premises including, without limitation, Sellers are express third party beneficiaries (the reasonable cost of appraisals, environmental reports, title insurance, surveys, legal fees and expenses and Lender’s commitment fee“Equity Financing”). (b) If Landlord desires The Equity Commitment Letter is a legal, valid and binding obligation of the Buyers and the other parties thereto, enforceable (subject to obtain the Enforceability Exceptions) in accordance with its terms. The Equity Commitment Letter, in the form delivered to the Company on the date hereof, is in full force and effect, and the Equity Commitment Letter has not been withdrawn, rescinded or refinance terminated or otherwise amended or modified in any Loanrespect and no such amendment or modification is contemplated. (c) None of the Buyers is in breach of any of the terms or conditions set forth in the Equity Commitment Letter, Tenant shall negotiate and assuming the accuracy of the representations and warranties of the Sellers contained in good faith Article IV, no event has occurred which, with Landlord concerning or without notice, lapse of time or both, would reasonably be expected to constitute a breach or default on the part of Parent or EuCo or any request made by other party thereto, and neither Parent nor EuCo has any Lender or proposed Lender for changes or modifications in this Lease, provided reason to believe that Tenant shall any condition precedent set forth therein will not be obligated satisfied. Assuming the accuracy of the representations and warranties of the Sellers contained in Article IV, there is no fact or occurrence existing that, with or without notice, lapse of time or both, could reasonably be expected to agree to (A) make any change which increases its obligations hereunder of the assumptions or any of the statements set forth in the Equity Commitment Letter inaccurate, (B) result in any material respectof the conditions in the Equity Commitment Letter not being satisfied, (C) cause the Equity Commitment Letter to be ineffective or (D) otherwise result in the Equity Financing not being available on a timely basis in order to consummate the Transactions. In particularThe Sponsor has not notified the Buyers of its intention to terminate the Equity Commitment Letter or not to provide the Equity Financing. The net proceeds from the Equity Financing, Tenant shall agreetogether with any debt financing provided by banks, upon request financial institutions or other financing sources (in each case, other than Parent or any of Landlordits Affiliates) (the “Lenders”), the proceeds of which may be used to supply consummate the Transactions (the “Debt Financing” and, together with the Equity Financing, the “Financing”), funds provided by Parent or its Affiliates and cash and cash equivalents of or available to Parent and EuCo, will be sufficient to consummate the Transactions, including the repayment by the Acquired Companies of the indebtedness and other outstanding amounts in respect thereof set forth in Section 4.8(b) of the Sellers Disclosure Letter (other than any such Lender with such notices amounts payable to the Company or any of its Affiliates set forth therein that are being discharged prior to Closing), and reasonable information as Tenant is any other amounts required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires be paid in connection with the consummation of the Transactions. There are no side letters, understandings or other agreements or arrangements relating to the Equity Financing to which the Buyers or any of their respective Affiliates are a party. There are no conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing, other than as explicitly set forth in the Equity Commitment Letter (the “Disclosed Equity Conditions”). No Person has any right to impose, and none of the Sponsor, any Lender, nor the Buyers has any obligation to accept, any condition precedent to such financingfunding, including other than the Disclosed Equity Conditions, nor any subordinationreduction to the aggregate amount available under the Equity Commitment Letter on the Closing Date (nor any term or condition which would have the effect of reducing the aggregate amount available under the Equity Commitment Letter on the Closing Date), non-disturbance and attornment agreementexcept as set forth in the Equity Commitment Letter. None of the Buyers has any reason to believe that it will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Equity Financing, so long as or that the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns Equity Financing will not be liable available to the Buyers on the Closing Date. For the avoidance of doubt, it is not a condition to Closing under this Agreement, nor to the consummation of the Transactions, for the Buyers to obtain the Financing or any misrepresentationalternative financing. (d) None of the Buyers nor any of their Affiliates has caused or induced any Person to take any action that, act if taken by the Buyers, would be a breach of, or omission would cause to be untrue, any of Landlord the representations and (b) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord (except for any Escrow Payments or Net Award actually held by Lender)warranties in this Section 5.7.