Common use of Financing Clause in Contracts

Financing. (a) Parent, Sub and Missouri shall use their reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives).

Financing. (a) Parent, Sub and Missouri Parent shall use their reasonable best efforts to arrange 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 Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Commitment Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)a timely manner, including using reasonable best efforts to (i) maintain maintaining in effect the Parent Financing commitmentsCommitment Letter, (ii) satisfy negotiating and entering into definitive agreements with respect to the Commitment Letter on terms and conditions contemplated by the Commitment Letter and (iii) satisfying on a timely basis all conditions to the funding of the Financing on the Closing Date applicable to Parent, Sub Parent in the Commitment Letter and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on and comply with its obligations thereunder. Parent shall have the terms and conditions contemplated by right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Parent Preferred Equity Funding Commitment Letter and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter and the Parent definitive agreements with respect thereto that amends the Financing and/or substitution of all or any portion of the Financing shall not impose additional conditions precedent to the Financing as set forth in the Commitment Letter that could reasonably be expected to prevent or materially delay the consummation of the Transactions. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its sole discretion, provided that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with the financial resources of Parent and Merger Sub, including cash on other terms that would not adversely impact hand of Parent and the ability of ParentCompany, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction DateMerger. If any portion of the Parent Financing becomes unavailable on in the terms and conditions manner or from the sources contemplated in the Parent Preferred Equity Funding Commitment Letter or and such portion is reasonably required (taking into account cash on hand and other financial resources available to Parent) to fund the Parent Commitment LetterMerger Consideration, Parent shall use its reasonable best efforts to arrange to and obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement Transactions as promptly as reasonably practicable following the occurrence of such event. Parent shall promptly provide the Company with the documentation evidencing such alternative sources of financing, including all relevant agreements, other financing documents and any proposed amendments or waivers thereto, and shall give the Company prompt notice (but in any event within five (5) Business Days) of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri that becomes aware, known to Parent or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company reasonably informed on a reasonably current basis in reasonable detail of the status of its efforts effort to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). (b) For the avoidance of doubt, if Parent acknowledges fails to obtain the Financing contemplated by the Commitment Letter or any alternative financing, Parent shall continue to be obligated to perform its obligations under this Agreement, including this Section 6.06, and agrees that to consummate the consummation Merger on the terms contemplated hereby (subject only to satisfaction or waiver of the transactions contemplated by conditions set forth in Section 7.01 and 7.02) unless and until this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreementterminated in accordance with Article VIII. (c) Arizona In connection with the Financing, the Company shall use its commercially reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lendersobtain, lead arrangersat Parent’s expense, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Companyaccountant’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, comfort letter with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical financial information relating to the Company or that may be included in any offering memorandum used by Parent in connection with the Subsidiaries and information provided by Financing. For the Companyavoidance of doubt, the Subsidiaries or failure of the Representatives)Company to obtain a comfort letter shall not be deemed to be a breach of this Agreement and Parent shall continue to be obligated to perform its obligations under this Agreement, including its obligation to consummate the Merger on the terms and subject to the conditions contained in this Agreement.

Financing. (a) ParentEach of Parent and Merger Sub shall use, Sub and Missouri shall use their reasonable cause each of its Affiliates to use, its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable (including complying with its obligation under Section 6.5(b)) to arrange and obtain the Parent full proceeds of the Financing Commitments (the “Financing”) on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Financing Commitments, including using reasonable its best efforts to (i) maintain in effect the Parent Financing commitmentsCommitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the contained therein, (iii) to satisfy (or cause their Affiliates to satisfy) on a timely basis all conditions, and otherwise comply with all terms, applicable to Parent Preferred Equity Funding Letter and the Parent Commitment Letter Merger Sub (or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated their Affiliates) in such definitive agreements and (iv) consummate the Parent Financing contemplated by the Financing Commitments at or prior to Closing. In the Final Condition Satisfaction Date. If event that any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment LetterFinancing Commitments, Parent and Merger Sub shall promptly use its reasonable best efforts to arrange to obtain alternative financing any such portion from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such eventevent but not later than the last day of the Marketing Period. Parent shall deliver to the Company true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Parent and Merger Sub with any portion of the Financing. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, Financing Commitments or any termination of the Financing Commitments. Each of Parent Preferred Equity Funding Letter and Merger Sub shall refrain (and shall use its best efforts to cause its Affiliates to refrain) from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of any of the Parent Commitment Letterconditions contained in the Financing Commitments or in any definitive agreement related to the Financing. Parent shall keep the Company fully informed on a reasonably current basis in reasonable detail all material respects of the status of its Parent’s and Merger Sub’s efforts to arrange the Financing. Parent Financing, and Merger Sub shall not permit amend, supplement, modify or waive any material amendment or modification to be made to, or any waiver of any material provision or remedy under, under the Parent Preferred Equity Funding Letter Financing Commitments or the definitive agreements relating to the Financing, without the consent of the Company, which consent shall not be unreasonably withheld or delayed. For the avoidance of doubt, in the event (x) all or a portion of Financing Commitments structured as notes has not been consummated, (y) all conditions contained in Article VII have been satisfied or waived (other than those contained in Sections 7.2(c) and 7.3(c) and those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) and (z) the bridge facilities contemplated by the Financing Commitments (or alternative financing obtained in accordance with this Section 6.5(a)) are available, then Parent Commitment Letter without first consulting with and Merger Sub shall use the Company or, if proceeds of such amendment would bridge financing (or would be reasonably expected to materially and adversely affect or delay in any material respect alternative financing) for the ability purpose of Parent, Sub or Missouri to consummate consummating the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). (b) Parent acknowledges and agrees that the consummation shall, or shall cause its Subsidiaries, to sell or otherwise dispose of up to 7.1 million shares of Metro, Inc. common stock within 90 days of the transactions contemplated by date of this Agreement; provided, however, if the net cash proceeds to Parent of such disposition are less than $190.0 million, then Parent shall issue and sell within such 90-day period shares of Parent Common Stock and/or its preferred stock sufficient to generate net cash proceeds in an amount equal to the difference between $190.0 million and the net cash proceeds received from the sale or disposition of such Metro, Inc. common stock. The net cash proceeds of such sale or disposition, together with the net cash proceeds of any such issuance and sale of Parent Common Stock and/or Parent’s preferred stock, shall be deposited into a blocked account at Bank of America on which Parent’s lenders under its credit agreement existing as of the date of this Agreement is not conditioned upon have a first priority security interest and shall be held (without diminution) in such account through the receipt by ParentClosing, Sub or Missouri free and clear of all other Encumbrances. The funds in the blocked account shall be used as part of the proceeds contemplated by consideration for the Parent Preferred Equity Funding Letter and transactions under the Parent Commitment Letter and that any failure by Agreement and, pending such use, may be used (without diminution) to support letters of credit under Parent, Sub or Missouri to have available all funds contemplated by ’s credit agreement existing as of the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri date of this Agreement. (c) Arizona From the date hereof until the Closing Date or the earlier termination of this Agreement, the Company shall, and shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter cause (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use extent within its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizonacontrol) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status each of its efforts to arrange the Arizona Financingofficers, employees and shall not permit any material amendment or modification to be made other Representatives to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if provide such amendment would or would be cooperation as is reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated requested by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation Parent in connection with the arrangement of the Debt Financing, including (i) causing appropriate officers to be available, on a customary basis and on reasonable advance notice, to attend due diligence sessions, sessions with ratings agencies, meetings, presentations, and, during the Marketing Period and road shows; (ii) assisting with the preparation of materials for rating agency presentations, information and offering memoranda, business projections and financial statements, to the extent relating to the Company; (iii) issuing customary representation letters to auditors and using its best efforts to cause its independent accountants to provide reasonable assistance to Parent, including requesting such accountants to provide consent to Parent to use their audit reports relating to the Company and to prepare and deliver any customary “comfort letters”; (iv) providing reasonable access to the Real Property during normal business hours to the extent required by the Financing Commitments; (v) as promptly as reasonably practicable, furnishing Parent and its debt financing sources financial statements, pro forma financial information, financial data, audit reports and other information relating to the Company of the type required by Regulation S-X and Regulation S-K under the Securities Act and the other accounting rules and regulations of the SEC as may reasonably be requested by Parent and of the type and form required to be included in a registered public offering on Form S-1 (all such information in this clause (v), the “Required Information”); (vi) cooperating in satisfying the conditions set forth in the Financing Commitments (to the extent the satisfaction of such condition requires the cooperation of the Company); (vii) promptly providing monthly financial statements (excluding footnotes) to the extent available and prepared by the Company in the ordinary course of business generally consistent with past practice; (viii) executing and delivering, as of the Effective Time, any pledge and security documents, other definitive financing documents, or other certificates or documents contemplated by the Financing Commitments as may be reasonably requested by each Parent (including a customary representation letter of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none chief financial officer of the Company or any Subsidiary of the Company with respect to consents of accountants for use of their reports in any materials relating to the debt financing contemplated by the Financing Commitments) and otherwise reasonably facilitating the pledging of collateral (including obtaining the insurance, surveys, releases, terminations, waivers, consents, estoppels and approvals as may be required in connection therewith) contemplated by the Financing Commitments; and (ix) as of the Effective Time, taking all corporate actions necessary to authorize the consummation of the financing contemplated by the Financing Commitments. The Company will periodically update any such Required Information to be included in an offering document to be used in connection with such financing so that such Required Information complies with clause (v) of the preceding sentence. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the financing contemplated by the Financing Commitments; provided that such logos are used solely in a manner that is not intended to or likely to harm or disparage the Company or its Subsidiaries. All material non-public information regarding the Company and its Subsidiaries provided to Parent, Merger Sub or their Representatives pursuant to this Section 6.5(b) shall be kept confidential by them in accordance with the Confidentiality Agreement except for disclosure to potential investors as required in connection with the Financing subject to customary confidentiality protections. (d) Neither the Company nor any of its Subsidiaries shall be required to pay any fees (including commitment or other similar fees) fee or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of . (e) If this Agreement is terminated by Parent or the Buyer PartiesCompany pursuant to Section 8.1, as applicablethen Parent shall promptly, shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs fees and expenses incurred by or on behalf of the Company solely as a result of its compliance with this Section 6.5. (f) Nothing contained in this Section 6.5 or otherwise shall require the Subsidiaries in connection Company to be an issuer or other obligor with such cooperation. Each of respect to the Buyer Parties shall indemnify and hold harmless Financing prior to the CompanyClosing. (g) If, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time Time, the Company incurs debt under the “accordion” feature of the Company Credit Agreement, then the Company shall use its best efforts to facilitate the mortgaging of the owned Real Property identified in Section 6.1(d)(i)(D) of the Company Disclosure Letter (including obtaining surveys, releases, terminations, waivers, consents, estoppels and approvals as may be required in connection with therewith) by Parent at the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives)Effective Time.

Financing. (a) Parent, Sub Parent and Missouri Merger Subsidiary shall use their reasonable best efforts to arrange obtain the Parent proceeds of the Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Letter, including using reasonable best efforts to (i) maintain in effect negotiate definitive agreements with respect to the Parent Financing commitmentsconsistent with the terms and conditions contained therein, and (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into in such definitive agreements with respect thereto on the terms satisfaction of which are within the control of Parent or Merger Subsidiary. Parent and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent Merger Subsidiary shall use its their reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in comply with their respective obligations, and enforce their respective rights, under the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such eventCommitment Letter. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, Parent has become aware or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would amendment, modification or would be reasonably expected to waiver materially and adversely affect increases the conditionality or delay in any material respect materially delays the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction DateFinancing. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, shall assist and shall cause the Subsidiaries cooperate with Parent and its and their representatives to provide, all reasonable cooperation Merger Subsidiary in connection with their efforts to obtain the arrangement proceeds of the Debt Financing, including providing, in accordance with the terms of Section 8.05, reasonably required information relating to the Company and its Subsidiaries to the financial institution or institutions providing the Financing and executing and delivering, and causing such Subsidiaries to execute and deliver, customary certificates, legal opinions (which may be reasoned, if counsel reasonably believes it cannot give the opinion otherwise) or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere Parent in connection with the ongoing operations Financing; provided that, no obligation of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent Subsidiaries under any such certificate certificate, document or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to instrument shall be effective until the transactions contemplated hereby Effective Time and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary of its Subsidiaries shall be required to pay any fees (including commitment or other similar fees) fee or incur any other liability or unreimbursed out-of-pocket expense in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives).

Financing. (a) Each of Parent, Merger Sub 1 and Missouri Merger Sub 2 shall use their reasonable best efforts take, or shall cause to be taken, all actions and to do, or cause to be done, all things necessary to arrange the Parent Debt Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Debt Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Letters, including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into the definitive agreements with respect thereto on the terms and conditions contemplated contained in the Debt Commitment Letters (including, as necessary, the “flex” provisions contained in any related fee letter) by the Parent Preferred Equity Funding Letter Closing Date, and (ii) to satisfy (or if determined advisable by Parent, obtain the waiver of) on a timely basis all conditions to obtaining the Debt Financing within Parent’s control and to comply with all of its obligations pursuant to the Debt Commitment Letters and the Parent definitive agreements related thereto. In the event that all conditions to funding the commitments contained in the Debt Commitment Letter or on other terms that would not adversely impact the ability Letters have been satisfied, each of Parent, Merger Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated 1 and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent Merger Sub 2 shall use its reasonable best efforts to arrange cause the Financing Sources to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in fund the reasonable judgment of Parent) in an amount sufficient Debt Financing required to consummate the transactions contemplated by this Agreement as promptly as practicable following and to pay related fees and expenses on the occurrence Closing Date (including by taking enforcement action to cause the Financing Sources to provide the Debt Financing). Each of such eventParent, Merger Sub 1 and Merger Sub 2 shall use its reasonable best efforts to enforce all of its rights under the Debt Commitment Letters. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter Debt Commitment Letters or the Parent Commitment Letter definitive agreements related thereto of which Parent, Sub or Missouri becomes aware, Parent has become aware or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail any of the status Debt Commitment Letters or such definitive agreements. In the event that any portion of its efforts to arrange the Parent FinancingDebt Financing becomes unavailable, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Merger Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent 1 and Merger Sub 2 shall (not to be unreasonably withheld or delayed) (b1) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its their reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lendersobtain, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of , alternative debt financing for any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes awaresuch portion from alternative debt sources (“Alternative Financing”) in an amount that will still enable Parent, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, Merger Sub 1 and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona Merger Sub 2 to consummate the transactions contemplated by this Agreement, and (2) promptly notify the Company of such unavailability and the reason therefor. If obtained, Parent shall deliver to the Company true and complete copies of all agreements (including redacted copies of engagement and fee letters, removing only fee amounts, market “flex” provisions and certain other terms (none of which concern or would adversely affect the amounts, availability, timing or conditionality of the Debt Financing)) pursuant to which any such alternative source shall have committed to provide Parent, the Initial Surviving Corporation or the Surviving Company with Alternative Financing. Parent, Merger Sub 1 and Merger Sub 2 shall not, without first obtaining the Company’s prior written consent consent, permit any amendment or modification to, or any waiver of any provision or remedy under, any Debt Commitment Letter or any definitive agreements related thereto unless the terms of such Debt Commitment Letter or definitive agreements related thereto, in each case as so amended, modified or waived, are substantially similar to those in such Debt Commitment Letter or definitive agreement related thereto, prior to giving effect to such amendment, modification or waiver (not other than economic terms, which shall be as good as or better for Parent, Merger Sub 1 and Merger Sub 2 than those in the Debt Commitment Letter or definitive agreement relating thereto prior to giving effect to such amendment, modification or waiver); provided that in the case of amendments or modifications of any Debt Commitment Letter or a definitive agreement relating thereto, the foregoing shall only apply if such amendment or modification (x) could reasonably be unreasonably withheld expected to (I) adversely affect the ability or delayed) (d) Arizona acknowledges and agrees that the consummation likelihood of Parent, Merger Sub 1 or Merger Sub 2 timely consummating the transactions contemplated by this Agreement is not conditioned upon or (II) make the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement timely funding of the Debt Financing as may be reasonably requested by each or the satisfaction of the Buyer Parties conditions to obtaining the Debt Financing less likely to occur, (provided that such requested cooperation does not unreasonably interfere with y) reduces the ongoing operations amount of the Company and its Subsidiaries and does not require Debt Financing or (z) adversely affects the ability of Parent, Merger Sub 1 or Merger Sub 2 to enforce their rights against other parties to the Debt Commitment Letters or the definitive agreements relating thereto. Parent shall provide the Company with prompt written notice of the receipt of any notice or other communication from any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, Financing Source with respect to facts, circumstances such Financing Source’s failure or events that will exit after giving effect anticipated failure to fund its commitments under any Debt Commitment Letters or definitive agreement in connection therewith. Parent shall keep the transactions contemplated hereby and the incurrence of any indebtedness Company reasonably informed on a current basis of the Company pursuant status of its efforts to consummate the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees . (including commitment or other similar feesb) or incur any other liability Notwithstanding anything contained in connection with the Debt Financing prior this Agreement to the Effective Timecontrary, Parent expressly acknowledges and agrees that Parent’s, Merger Sub 1’s and Merger Sub 2’s obligations hereunder are not conditioned in any manner upon Parent, Merger Sub 1 or Merger Sub 2 obtaining any financing. Each The failure, for any reason, other than as a result of the Buyer Parties, as applicable, shall, promptly upon request any material breach of this Agreement by the Company, reimburse of Parent, Merger Sub 1 and Merger Sub 2 to have sufficient cash available on the Company for all reasonable out-of-pocket costs incurred date that the Closing is required to occur pursuant to Section 2.01 hereof and/or the failure to pay the aggregate Cash Consideration on the date that the Closing is required to occur pursuant to Section 2.01 hereof shall constitute a Willful Breach of this Agreement by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify Parent, Merger Sub 1 and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives)Merger Sub 2.

Financing. (a) Parent, Parent and Merger Sub and Missouri shall use their reasonable best efforts give the Company prompt notice of any material breach by any party to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace Commitments or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as any termination of the date hereof, or otherwise or (y) replace or amend Financing Commitments. Parent and Merger Sub shall keep the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as Company informed on a reasonably current basis of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation status of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction DateFinancing. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment LetterFinancing Commitments, Parent shall use its reasonable best efforts to arrange to and obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement Offer and the Merger as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in use its reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri obtain financing necessary to consummate the transactions contemplated by this Agreement, without first obtaining Offer and the Company’s prior written consent (not to be unreasonably withheld or delayed)Merger. (b) To the extent permitted by applicable Law, prior to the Effective Time the Company and its Subsidiaries shall use reasonable efforts, and shall use reasonable efforts to cause each of their respective officers, directors, employees and representatives, to assist and cooperate with Parent acknowledges and agrees that in connection with its efforts to obtain the consummation proceeds of the transactions contemplated by this Agreement is not conditioned upon Financing that Parent seeks in connection with the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby Offer or the likelihood of consummation of the transactions contemplated hereby)Merger, including using reasonable best efforts to (i) maintain causing appropriate officers and employees (x) to be available, on a customary basis and on reasonable advance notice, to meet with prospective lenders and investors in effect meetings, drafting sessions, due diligence sessions, management presentations, road shows and sessions with rating agencies, (y) to provide reasonable and customary management and legal representations to auditors and (z) to otherwise reasonably cooperate with the Arizona commitmentsmarketing efforts of Parent and its financing sources for the Financing, (ii) satisfy on a assisting with the timely basis all conditions applicable to Arizona to obtaining preparation of materials for rating agency presentations, business projections and financial statements (including those required by the Arizona Financing set forth thereinSEC), and assisting Parent (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated including by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated participating in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizonadrafting sessions) in an amount sufficient to consummate timely preparing offering memoranda, private placement memoranda, prospectuses and similar documents, including delivering all information necessary for the transactions contemplated by this Agreement as promptly as practicable following the occurrence completion of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes awareinformation memoranda, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financingprivate placement memoranda, prospectuses and shall not permit any material amendment or modification similar documents to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation used in connection with the arrangement syndication of any such financing to Parent at least twenty (20) days prior to the Debt Financing as may be reasonably requested by each Expiration Date, (iii) using commercially reasonable efforts to cause its independent accountants to provide reasonable assistance to Parent, including providing consent to Parent to use their audit reports and any reviews of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of interim period financial statements prepared under GAAP relating to the Company and its Subsidiaries and does not require the Company to provide any necessary “comfort letters,” (iv) using reasonable efforts to cause its attorneys to provide reasonable assistance to Parent, including to provide any necessary and customary legal opinions, (v) obtaining any necessary rating agencies’ confirmations or approvals, (vi) obtaining any evidence of its Representatives to execute repayment and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness termination of the Company pursuant to the Debt Financing); provided, that none of the Company or Company’s existing revolving credit facility and any Subsidiary shall be required to pay any fees other existing credit facilities and other indebtedness (including commitment or other similar feespayoff letters) or incur requested by Parent and (vi) executing and delivering any other liability in connection with requested certificates or documents. The Company shall repay any outstanding amounts under the Debt Financing Company’s existing revolving credit facility no later than one (1) Business Day prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all Expiration Date and shall use reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with efforts to terminate such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them Credit Facility prior to the Effective Appointment Time (in connection each case including, without limitation, providing the requisite prior notice to the lenders thereunder in order to terminate such facility on such date in accordance with its terms). The Company will work with Parent to provide to Parent and its financing sources, if any, as promptly as practicable the audited, unaudited and pro forma and other financial information reasonably requested by Parent, in each case prepared in accordance with the arrangement of standards set forth in the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company Commitment or the Subsidiaries and information provided as otherwise reasonably requested by the Company, the Subsidiaries or the Representatives)Parent.

Financing. (a) ParentIn furtherance of and without limiting the generality of Section 5.2, Sub and Missouri shall use their reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent Purchaser shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to and consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri financing necessary for it to consummate the transactions contemplated by this Agreement, without first obtaining including using its reasonable best efforts (A) to negotiate in good faith definitive agreements respecting such financing on reasonable terms with respect thereto, (B) to satisfy all conditions provided in such definitive agreements, (C) to negotiate in good faith such modifications to such financing as may be necessary or advisable to reflect any change in market conditions which occurs after the Company’s date of this Agreement, (D) if any portion of such financing has become unavailable, regardless of the reason therefor, to obtain alternative financing from the same or other sources on and subject to substantially the same terms and conditions as that portion which has become unavailable and (E) to satisfy at or prior written consent (not to the Closing all requirements of any agreements under which such financing is to be unreasonably withheld provided and conditions to the drawdown of proceeds thereunder. Purchaser agrees that it will use its reasonable best efforts to exercise all of its rights to enforce performance of any agreements under which Purchaser is entitled to receive financing with respect to the transactions contemplated by this Agreement and will not waive, modify or delayed)amend any of its rights under such agreements in any material respect. (b) Purchaser shall keep Parent acknowledges informed as to the material terms and agrees that status of its arrangements with respect to its financing of the consummation transactions contemplated by this Agreement, as reasonably requested by Parent. When preparing any prospectus, registration statement or other marketing or solicitation documents and all other documents to be used by Purchaser in connection with Purchaser's financing of the transactions contemplated by this Agreement is not conditioned upon (the receipt by Parent"Financing Documents"), Sub or Missouri Purchaser shall consult with the Sellers with respect to any description in the Financing Documents of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy underSellers, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would Business or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not and will make reasonable changes to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated such descriptions as requested by the Arizona Commitment Letter Sellers. Purchaser will provide drafts of all such Financing Documents to the Sellers and that allow the Sellers a reasonable amount of time to review and comment on such documents prior to their circulation to third parties or filing with any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this AgreementGovernmental Authority. (ec) The Company agrees For purposes of assisting Parent with the financing contemplated in this Section 5.9, Parent shall provide to providePurchaser (i) the financial statements of the Business prepared and audited in accordance with Regulation S-X of the Securities and Exchange Commission for the periods that would be required under Rule 3-05(b) of Regulation S-X, (ii) any other historical information and data with respect to the Transferred Business that would be required to be included in a registration statement on Form S-1 filed by Purchaser under the Securities Act (a "Form S-1"), (iii) in the event the Sellers have entered into an agreement with respect to the matters covered by the Draft Settlement Agreement, a correct and complete copy of the executed agreement, and (iv) any Transferred Contract that Purchaser would be required to file as an exhibit to a Form S-1. The Sellers shall cause the Subsidiaries and its and their representatives provide such additional cooperation to provide, all reasonable cooperation Purchaser in connection with the arrangement preparation of the Debt Financing Documents as may be is reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives)Purchaser.

Financing. (a) Parent, Sub and Missouri Parent shall use their reasonable best efforts to arrange obtain the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri Parent may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Commitment Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms such action would not reasonably be expected to adversely impact delay or prevent the ability of Parent, Sub or Missouri to consummate Closing). In the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the event that Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms becomes aware that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes is unavailable on in the terms and conditions manner or from the sources contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain alternative financing for such unavailable portion from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed)sources. (b) Parent acknowledges The Company shall provide, shall cause the Company Subsidiaries to provide, and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms cause its and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter their Representatives to add lendersprovide, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each Parent, including participating in meetings, roadshows and presentations, cooperating with marketing efforts, providing information, documents, opinions and certificates, entering into agreements, and other actions that are or may be customary in connection with the Financing or necessary to permit Parent to fulfill conditions or obligations under the Commitment Letter and related fee letters and (ii) such customary information as any arranger of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere Financing may reasonably request in connection with the ongoing operations arrangement of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, provided that none of the Company or any Subsidiary of the Company Subsidiaries shall be required to pay any fees (including commitment or other similar fees) fee or enter into any definitive agreement or incur any other liability in connection with the Debt Financing; provided further that the Company, each Company Subsidiary and their respective Representatives shall be fully and unconditionally released from any agreement entered into in connection with the Financing if this Agreement is terminated. (c) At the request of Parent, the Company shall, and shall cause the Company Subsidiaries to, promptly take such actions in respect of (i) the Company Convertible Notes and (ii) the existing credit facilities of the Company and the Company Subsidiaries, in each case as directed by and in accordance with the terms and conditions specified in writing by Parent, which actions shall not be inconsistent with the terms of the Company Convertible Notes or existing credit facilities, and the Company shall consult with Parent before taking any action with respect to any of the foregoing; provided, however, that, prior to the Effective Time. Each of the Buyer PartiesDate, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable shall not be required to incur any material amount of out-of-pocket costs incurred expenses as a result of actions requested by Parent under this Section 6.09 unless Parent shall have agreed to reimburse the Company for such out-of-pocket expenses; and provided, further, that the Company shall not be required pursuant to this Section 6.09 to commit to or effect any action that is not conditioned upon the consummation of the Merger and that would or would reasonably be expected to expose the Company to material liability or expense if the Merger fails to occur. All actions, notices, announcements and other documentation related to the Company Convertible Notes as well as whether the Company settles any conversion obligations with respect to the Company Convertible Notes in whole or in part in Company Common Stock or in cash shall be subject to Parent’s prior written approval, such approval not to be unreasonably withheld; provided that Parent shall instruct the Company to settle its conversion obligations in Company Common Stock or cash, or a combination thereof, within the time contemplated by the indenture governing the Company Convertible Notes for settlement. (d) All non-public or otherwise confidential information regarding either party obtained by the Subsidiaries other party pursuant to this Section 6.09 shall be kept confidential in connection accordance with such cooperation. Each of the Buyer Parties Confidentiality Agreement; provided, however, that Parent and its Representatives shall indemnify be permitted to disclose information as necessary and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time consistent with customary practices in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating subject to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives)customary confidentiality arrangements.

Financing. (a) Parent, Each of Parent and Merger Sub and Missouri shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as proceeds of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Financing, including using reasonable best efforts to (i) maintain in effect with respect to the Parent Debt Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) Commitments negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by contained in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated Debt Financing Commitments and (ivii) consummate satisfy on a timely basis all conditions within the control of Parent Financing at or prior Merger Sub, and otherwise comply with all terms, applicable to Parent and Merger Sub in such definitive agreements. In the Final Condition Satisfaction Date. If event any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or Financing Commitments and such portion is reasonably required to consummate the Parent Commitment Lettertransactions contemplated by this Agreement, Parent and Merger Sub shall promptly notify the Company and shall use its their reasonable best efforts to arrange to obtain alternative financing any such portion from alternative sources on comparable or more upon terms and conditions no less favorable terms to Parent and Merger Sub (as determined in the reasonable judgment of Parent) than those contained in an amount sufficient to consummate the transactions contemplated by this Agreement applicable Financing Commitments as promptly as practicable following the occurrence of such event. Parent shall deliver to the Company true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Parent and Merger Sub with any portion of the Financing. Parent shall give the Company prompt notice of any material breach or alleged material breach (of which Parent becomes aware) by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, Financing Commitments or any termination of the Financing Commitments. Each of Parent Preferred Equity Funding Letter and Merger Sub shall refrain from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of any of the Parent Commitment Letterconditions contained in the Financing Commitments or in any definitive agreement related to the Financing. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing. Parent Financing, and shall not Merger Sub may agree to or permit any material amendment amendment, supplement or other modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter Financing Commitments or the Parent Commitment Letter without first consulting definitive agreements relating to the Financing and may obtain financing in substitution of all or a portion of the Financing, so long as they consult with the Company orand promptly provide the Company with such information it may reasonably request regarding any alternative financing arrangements or plans. For the avoidance of doubt, if such amendment would the Financing (or would any alternative) has not been obtained by the Outside Termination Date, Parent and Merger Sub shall continue to be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri obligated to consummate the transactions Merger on the terms contemplated by this AgreementAgreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 6.1 and 6.2 of this Agreement and to Parent’s rights under Section 7.1, without first obtaining the Company’s prior written consent regardless of whether Parent and Merger Sub have complied with all of their obligations under this Agreement (not to be unreasonably withheld or delayedincluding their obligations under this Section 5.11). (b) Parent acknowledges The Company shall and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parentshall cause its Subsidiaries to, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use cause its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made respective Representatives to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected provide to materially Parent and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, Merger Sub all reasonable cooperation reasonably requested by Parent in connection with the arrangement of Financing (or any potential alternative financing) and to assist Parent in causing the Debt conditions to the Financing Commitments to be satisfied, including (i) furnishing Parent and Merger Sub and their Financing sources (as may be reasonably requested by each of promptly as practicable) the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations unaudited consolidated balance sheet of the Company and its Subsidiaries and does the related statements of income, change in equity and cash flows as of the end of the most recent quarterly period prior to the execution of this Agreement and any quarterly period ending after the execution of this Agreement, all Company information, financial statements and financial data, and reports and other information regarding the Company and its Subsidiaries, of the type required in registration statements on Form S-3 by Regulation S-X and Regulation S-K under the Securities Act and of a type and form customarily included in registered public offerings of equity under the Securities Act or otherwise necessary to receive from the Company’s independent accountants customary “comfort” (including negative assurance comfort) with respect to the financial information to be included in such registration statement, audited financial statements as of December 31, 2010 and 2011, and for each of the fiscal years in the three-year period ended December 31, 2011 and the other financial data and financial information of the Company and its Subsidiaries that are required under Paragraph (v) of Annex II to the Debt Financing Commitment, and customary pro forma financial statements and information (information required to be delivered pursuant to this clause (i) being referred to as, the “Required Financial Information”), (ii) participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers, underwriters or agents for, and prospective lenders and purchasers of, the Financing (or any potential alternative financing) and including senior management and Representatives, with appropriate seniority and expertise, of the Company and its Subsidiaries), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Financing (or any potential alternative financing), (iii) assisting with the preparation of customary materials for rating agency presentations, bank information memoranda, offering documents, prospectuses, registration statements and similar documents required in connection with the Financing (or any potential alternative financing) (including requesting any consents of accountants for use of their reports in any materials relating to the Financing and the delivery of one or more customary representation letters), (iv) using reasonable best efforts to obtain customary accountants’ comfort letters and legal opinions as reasonably requested by Parent and facilitating the pledging of collateral in connection with the Financing, including executing and delivering any customary pledge and security documents (including security documents to be filed with the United States Copyright Office and the United States Patent and Trademark Office to register copyrights, patents and trademarks, as applicable, of the Company and its Subsidiaries to the extent required in connection with the Financing (or any potential alternative financing)), currency or interest hedging arrangements or other definitive financing documents or other certificates, legal opinions, surveys, title insurance and documents as may be reasonably requested by Parent (including a certificate of the chief financial officer of the Company with respect to solvency matters as of the Closing, on a pro forma basis), (v) causing the taking of corporate actions (subject to the occurrence of the Closing) by the Company and its Subsidiaries reasonably necessary to permit the completion of the Financing (or any potential alternative financing) (provided that nothing herein shall require the Company Board of Directors to approve the Financing), (vi) facilitating the execution and delivery at the Closing of definitive documents related to the Financing on the terms contemplated by the Debt Financing Commitments, (vii) cooperating with consultants or others engaged to undertake field examinations and appraisals, including furnishing information to such persons in respect of accounts receivable, inventory, equipment, property and other applicable assets and liabilities, (viii) providing to the Financing sources (or sources of any potential alternative financing) all documentation and other information reasonably requested by such Financing sources that such Financing sources reasonably determine is required by regulatory authorities with respect to the Company under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, (ix) assisting Parent in connection with its amendment of any of the Company’s or its Subsidiaries’ hedging, swap or derivative arrangements on terms satisfactory to Parent, (x) cooperating in procuring, prior to the date that is twenty (20) consecutive Business Days prior to the Closing Date, corporate and facilities ratings for the Debt Financing and (xi) providing authorization letters to the Financing sources authorizing the distribution of information to prospective lenders and containing a representation to the Financing sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its Affiliates or securities; provided, however, that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries. None of the Company or any of its Representatives Subsidiaries shall be required to execute and deliver take any certificate action that would subject it to actual or opinion potential liability or to pay any commitment or other similar fee or provide or agree to provide any indemnity in connection with the Financing or any of the foregoing, prior to the extent any Effective Time, unless such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect action is contingent upon the Closing. The Company hereby consents to the transactions contemplated hereby and the incurrence of any indebtedness reasonable use of the Company pursuant to Company’s and its Subsidiaries’ trademarks, service marks and logos in connection with the Debt FinancingFinancing (or any potential alternative financing); providedprovided that such trademarks, service marks and logos are used in a manner that none 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 Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with of its Subsidiaries. If the Debt Financing prior to the Effective Time. Each of the Buyer PartiesClosing does not occur, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties Parent shall indemnify and hold harmless the Company, the Company and its Subsidiaries and their respective representatives for its 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 it in connection with the arrangement of the Debt Financing (including actions taken at the request of Parent in accordance with this Section 5.11(b)) and any information utilized in connection therewith (other than historical information relating to the Company or its Subsidiaries or other information furnished by or on behalf of the Company or its Subsidiaries), except in the event such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties arose out of or result from the gross negligence, fraud or willful misconduct of the Company, any of its Subsidiaries and information provided or any of their respective Representatives. Parent shall from time to time, promptly upon request by the Company, reimburse the Company for all documented and reasonable out-of-pocket costs incurred by the Company or its Subsidiaries in connection with this Section 5.11(b). (c) In the event that the Debt Financing Commitment (or any related definitive agreements) or the RepresentativesEquity Financing Commitment are amended, replaced, supplemented or otherwise modified, including as a result of obtaining alternative financing in accordance with Section 5.11(a), or if Parent substitutes other debt or equity financing for all or a portion of the Financing, each of Parent, Merger Sub and the Company shall comply with its covenants in Sections 5.11(a) and 5.11(b) with respect to the Debt Financing Commitment (or any related definitive agreements) or the Equity Financing Commitment, as applicable, as so amended, replaced, supplemented or otherwise modified and with respect to such other debt or equity financing to the same extent that Parent and the Company would have been obligated to comply with respect to the Financing.

Financing. (a) Parent, Sub and Missouri shall use their reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior Prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment LetterEffective Time, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provideshall, and shall cause the its Subsidiaries to, provide and its cause their respective Representatives (including legal and their representatives accounting advisors) to provideprovide to Parent and Merger Sub, at Parent’s sole expense and upon reasonable prior notice, all reasonable cooperation in connection with the arrangement of the Debt Financing as is customary and may be reasonably requested by each of Parent in connection with the Buyer Parties Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt FinancingSubsidiaries); provided, however, that none neither of the Company or nor any Subsidiary shall of its Subsidiaries will be required to pay any fees (including commitment or other similar fees) fee or incur any other liability liabilities that are not simultaneously reimbursed by Parent in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties Parent shall indemnify and hold harmless the Company, the any of its Subsidiaries and their respective representatives Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to provided by the Company or any of its Subsidiaries). (b) Parent and Merger Sub shall use their commercially reasonable efforts to arrange the Subsidiaries Financing as promptly as practicable on the terms and information conditions described in the Purchase Agreement (provided that Parent and Merger Sub may replace or amend the Purchase Agreement to include additional investors (who are reasonably acceptable to the Company) who execute a counterpart to the Confidentiality Agreement which had not executed the Purchase Agreement 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 timely consummate the transactions contemplated hereby), including using reasonable best efforts to: (i) maintain in effect the Purchase Agreement or the New Purchase Agreement, as applicable; (ii) satisfy on a timely basis all conditions applicable to Parent and/or Merger Sub in such definitive agreement(s) that are within their control; and (iii) enforce the rights of Parent and/or Merger Sub under such definitive agreement(s). (c) Parent shall not agree to any amendments or modifications to, or grant any waivers of, any condition or other provision under the Purchase Agreement without the consent of the Company if such amendments, modifications or waivers would impose new or additional conditions or otherwise amend, modify or waive any of the conditions to the receipt of the Financing in a manner that would be reasonably be expected to delay the Financing or delay, hinder or prevent the timely satisfaction of the conditions set forth in Article VI and consummation of the Merger. Notwithstanding anything in this Agreement to the contrary, the Purchase Agreement may be superseded at the option of Parent and Merger Sub after the date of this Agreement but prior to the Effective Time by a purchase agreement (the “New Purchase Agreement”) which replaces the existing Purchase Agreement; provided, however, that: (x) the investors under the New Purchase Agreement shall be reasonably acceptable to the Company, and (y) the Subsidiaries terms of the New Purchase Agreement shall not (i) impose new, additional or modified conditions to the receipt of the Financing as set forth in the Purchase Agreement or (ii) be reasonably likely to cause any material delay in the satisfaction of the conditions set forth in Article VI or the Representatives)consummation of the Financing and/or Merger. (d) Parent and Merger Sub acknowledge and agree that the obtaining of the Financing, or any alternative financing, is not a condition to Closing.

Financing. (a) Parent, Sub and Missouri Parent shall use their its commercially reasonable best efforts to: (i) negotiate definitive agreements with respect to arrange the Parent Debt Financing on the terms and conditions described contemplated by the Financing Commitments or, to the extent the financing contemplated by the Financing Commitments is not available to Parent, on terms that are not materially less favorable, in the aggregate, to Parent Preferred Equity Funding Letter and the Parent Commitment Letter Company (provided that Parent, Sub and Missouri may (x) replace or amend as determined in the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability reasonable judgment of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation and with such determination based in part of the transactions contemplated herebyrelevant closing conditions) than the terms of the Debt Financing Commitment and subject to Section 5.12(b), including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, ; (ii) satisfy on a timely basis all conditions set forth in such Debt Financing Commitments applicable to Parent, Parent and Merger Sub and Missouri to obtaining the Parent Financing set forth therein, and that are within their control; (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parentobtain, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction DateClosing Date the financing necessary such that Parent and Merger Sub, in either case, will have at and after the Closing funds sufficient to pay all of the amounts payable under Article I of this Agreement or otherwise in connection with the Merger and related fees and expenses of the parties associated therewith; (iv) fully enforcing the Lender’s obligations (and the rights of Parent and Merger Sub) under the Debt Financing Commitment; and (v) fully enforcing the Sponsors’ obligations (and the rights of Parent and Merger Sub) under the Equity Financing Commitment. If any portion of the Parent Debt Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment LetterDebt Financing Commitments, Parent shall use its commercially reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms not materially less favorable, in the aggregate, to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter Financing Commitments, of which Parent, Sub or Missouri Parent becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed)Financing Commitments. (b) The Company shall use commercially reasonable efforts to cooperate, and to cause its Subsidiaries and Representatives to cooperate, with Parent acknowledges and agrees that Representatives of Parent in connection with the consummation of Financing, including by: (i) furnishing Parent and its financing sources as promptly as practicable with financial and other pertinent information regarding the transactions contemplated by this Agreement is not conditioned upon the receipt Company and its Subsidiaries as may be reasonably requested in writing by Parent, Sub including all financial statements and projections and other pertinent information required by the Debt Financing Commitment and requested in writing by Parent (other than information for which the Company is dependent on information to be provided by Parent to the Company in order to prepare such financial statements and projections, unless such information is provided to the Company by Parent or Missouri the Lender or any of their respective Representatives at least five (5) Business Days prior to the date required to be delivered by the Company) (all such information in this clause (i), the “Required Information”); (ii) participating in meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies; (iii) assisting with the preparation of materials for rating agency presentations, confidential information memoranda and similar documents required in connection with the Financing; (iv) executing and delivering any pledge and security documents, currency or interest hedging arrangements, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Parent or otherwise reasonably facilitating the pledging of collateral (provided that such documents will not take effect until the Effective Time); provided, however, nothing herein shall require such assistance to the extent it would unreasonably interfere with the business or operations of the proceeds contemplated Company or its Subsidiaries; provided, further, that notwithstanding the foregoing, no obligations of the Company, its Subsidiaries or their respective Affiliates or Representatives under any agreement, document or instrument executed or delivered by the Company, its Subsidiaries or their respective Affiliates or Representatives pursuant to the Company’s obligations under this Section 5.12(b) shall be effective until the Effective Time; provided, further, that nothing herein shall require such assistance to the extent it would require the Company to pay (or to agree to pay) any fees, reimburse any expenses, incur any liability or give any indemnities prior to the Effective Time for which it is not reimbursed or indemnified; provided, further, that if the Company in good faith reasonably believes it has delivered the Required Information at the time the Marketing would commence (assuming the Required Information had been delivered), it may deliver to Parent Preferred Equity Funding Letter and the Parent Commitment Letter and a written notice to that any failure by Parenteffect (stating when it believes it completed such delivery), Sub or Missouri in which case receipt of such Required Information shall be deemed to have available all funds contemplated been satisfied on the date of such notice for purposes of the commencement of the Marketing Period unless Parent in good faith reasonably believes the Company has not completed delivery of the Required Information and, within three (3) Business Days after the delivery of such notice by the Parent Preferred Equity Funding Letter and Company, delivers a written notice to the Parent Commitment Letter on Company to that effect (stating with reasonable specificity which Required Information the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this AgreementCompany has not delivered). (c) Arizona Neither Parent nor Merger Sub shall amend, modify, alter, waive, replace or agree to amend, modify, alter, waive or replace (in any case whether by action or inaction), any term of the Financing Commitments if such amendment, modification, waiver or replacement (x) reduces the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount of the Debt Financing unless the Equity Financing is increased by a corresponding amount) beyond what is contemplated under the Debt Financing Commitment (other than as a result of the exercise of any lender flex provisions contained in any fee letter entered into by Parent or Merger Sub in connection with such Debt Financing Commitment (provided that no such exercise shall result in a reduction of the aggregate committed amount of financing under the Debt Financing Commitment)) or (y) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing in a manner that would reasonably be expected to (I) delay or prevent the Closing Date, (II) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur or (III) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect thereto, and shall use its reasonable best efforts to 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 Arizona Financing on the terms and conditions described in the Arizona Commitment Letter Financing Commitments (provided that Arizona may replace including any lender flex provisions contained in any fee letter entered into by Parent or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated herebyMerger Sub in connection with such Debt Financing Commitment), including using its reasonable best efforts to (i) maintain in effect the Arizona commitmentsFinancing Commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona the Parent and Merger Sub to obtaining the Arizona Debt Financing at the Closing set forth thereintherein that are within its control, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Debt Financing Commitment Letter (other than changes to such terms and conditions as a result of the exercise of any lender flex provisions contained in any fee letter or on other terms that would changes that, in each case, do not adversely impact reduce the ability aggregate committed amount of Arizona to consummate the transactions contemplated hereby financing under, or the likelihood conditionality of, the Debt Financing Commitment) and provide copies of consummation of such definitive agreements to the transactions contemplated Company; and (iv) upon satisfaction of the conditions set forth in the Financing Commitments, consummate the Arizona Financing at or prior to the Final Condition Satisfaction DateClosing. If In the event any portion of the Arizona Debt Financing becomes unavailable on the terms and conditions contemplated in the Arizona Debt Financing Commitment Letter(including any lender flex provisions contained in any fee letter entered into by Parent or Merger Sub in connection with such Debt Financing Commitment and other that changes to such terms and conditions that, Arizona in each case, do not reduce the aggregate committed amount of financing under, or the conditionality of, the Debt Financing Commitment), the Parent shall promptly notify the Company (and in any event within one (1) Business Day thereof) and shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more terms and conditions no less favorable terms to Arizona (as determined in the reasonable judgment of Arizona) Parent and Merger Sub and in an amount sufficient to consummate the transactions contemplated by this Agreement as hereby promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). (d) Arizona acknowledges Parent and agrees the Surviving Corporation shall take any and all actions reasonably necessary to ensure that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated any distributions by the Arizona Commitment Letter and that any failure by Arizona Surviving Corporation to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of Company Shareholders in connection with this Agreement, if any, shall be made in compliance with the CCC and without any liability to the Indemnified Parties or the Company Shareholders under the CCC. (e) The Company agrees At the Closing, Parent shall provide to provideFenwick & West LLP, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion counsel to the extent any such certificate Company, Federal Reserve Wire Network reference numbers reflecting the funding to Parent of amounts dispersed to Parent (or opinion certifies one or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence more of any indebtedness of the Company Parent’s Subsidiaries) pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives).

Financing. (a) Parent, Sub and Missouri shall use their reasonable best efforts If Parent determines to arrange seek any financing in connection with the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace Merger or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on any other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following (the occurrence of such event. Parent shall give “Financing”), the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which shall, at Parent’s sole cost and expense, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described cooperate with Parent in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona its efforts to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using Financing. Such reasonable best efforts shall include, to the extent reasonably requested by Parent and at Parent’s sole cost and expense, (a) providing direct contact between prospective lenders and the officers and directors of the Company and its Subsidiaries, (b) providing assistance in preparation of confidential information memoranda, preliminary offering memoranda, financial information and other materials to be used in connection with obtaining the Financing, (c) cooperation with the marketing efforts of Parent and its financing sources for such financing, including participation in management presentation sessions, “road shows” and sessions with rating agencies, (d) providing assistance in obtaining any consents of third parties necessary in connection with the Financing, (e) providing assistance in extinguishing existing indebtedness of the Company and its Subsidiaries and releasing Liens securing such indebtedness, in each case to take effect at the Effective Time, (f) cooperation with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with the Financing, (g) assisting Parent in obtaining legal opinions to be delivered in connection with the Financing, (h) assisting Parent in securing the cooperation of the independent accountants of the Company and its Subsidiaries, including with respect to the delivery of accountants’ comfort letters, and (i) maintain providing the financial information necessary for the satisfaction of the obligations and conditions of the Financing within the time periods required thereby; provided, however, that the Company shall not be obligated to take any such action to the extent it would unreasonably interfere with the business or operations of the Company or any of its Subsidiaries. The Company and its Representatives shall be given a reasonable opportunity to review and comment on any financing documents and any materials that are to be presented during any meetings conducted in effect connection with the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth thereinFinancing, and (iii) negotiate and enter into definitive agreements with respect Parent shall give due consideration to all reasonable additions, deletions or changes suggested thereto on the terms and conditions contemplated by the Arizona Commitment Letter Company and its Representatives. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 5.14 or on otherwise in connection with the Financing (x) to pay any commitment or other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or similar fee prior to the Final Condition Satisfaction DateEffective Time that is not advanced or substantially simultaneously reimbursed by Parent or (y) to incur any out-of-pocket expense unless such expense is advanced or substantially simultaneously reimbursed by Parent. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated Nothing contained in the Arizona Commitment Letter, Arizona this Section 5.14 or otherwise shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give require the Company prompt notice of any material breach to be an issuer or alleged material breach by any party other obligor with respect to the Arizona Commitment Letter Financing prior to the Closing. All material, non-public information regarding the Company and its Subsidiaries provided to Parent, Merger Sub or their Representatives pursuant to this Section 5.14 shall be kept confidential by them in accordance with the Confidentiality Agreement except for disclosure to potential lenders as required in connection with the Financing subject to customary confidentiality protections. Parent (and, after the Effective Time, the Surviving Corporation) shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by them in connection with (1) any action taken by them at the request of which Arizona becomes aware, Parent or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts Merger Sub pursuant to arrange the Arizona Financing, and shall not permit any material amendment this Section 5.14 or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events alternative financing that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability Parent may raise in connection with the Debt Financing prior to Merger and the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request other transactions contemplated by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company this Agreement or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and (2) any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries Company or the Representativesany of its Subsidiaries).

Financing. (a) ParentFrom the date of this Agreement until the earlier of the Closing Date and the Termination Date, Sub each of the Company and Missouri shall the Partnership agrees to use their reasonable best efforts to arrange provide, and to use reasonable best efforts to cause the Company Subsidiaries (other than the Partnership) and each of their respective Representatives to provide, such cooperation as may be reasonably requested by Parent Financing on in connection with the terms and conditions described in arrangement of the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may receipt of proceeds (x) replace from an issuance of equity by Parent or amend any of its direct or indirect equityholders (the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise “Equity Financing”) or (y) replace from an issuance of debt by Parent or amend any of its direct or indirect equityholders (the Parent Preferred “Debt Financing,” with the Equity Funding Letter Financing and Debt Financing each referred to add investors which had not executed the Parent Preferred Equity Funding Letter hereafter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated herebya “Financing”), including using reasonable best efforts to (i) maintain provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information reasonably required in effect the Parent Financing commitmentsconnection with any Financing, all for use in connection therewith, (ii) satisfy on a timely basis all conditions applicable direct their respective independent accountants to Parentprovide customary and reasonable assistance in connection with any Financing, Sub including in connection with providing customary comfort letters and Missouri to obtaining the Parent Financing set forth thereinconsents, and (iii) negotiate obtain customary payoff letters, releases of liens and enter into definitive agreements other instruments of termination or discharge reasonably requested by Parent or any of its direct or indirect equityholders in connection with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability repayment of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation indebtedness of the transactions contemplated Company, the Partnership and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (their respective Subsidiaries as determined in the reasonable judgment of Parent) in an amount sufficient necessary to consummate the transactions contemplated by this Agreement as promptly as practicable following and (iv) subject to Section 5.19(a), authorize and facilitate discussions, meetings and other engagement by Parent, its Subsidiaries or Affiliates, Xxxx Manager, its Subsidiaries or Affiliates, or SU, its Subsidiaries or Affiliates, with the occurrence current lenders, noteholders or other providers of Existing Indebtedness to the Company or the Company Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such eventactivities. Parent shall give reimburse the Company prompt notice of any material breach for all reasonable out-of-pocket costs or alleged material breach expenses incurred by any party the Company and the Company Subsidiaries in connection with cooperation provided for in this Section 5.17(a) to the Parent Preferred Equity Funding Letter extent the information requested was not otherwise prepared or available in the Parent Commitment Letter ordinary course of which Parentbusiness. Any lender, Sub underwriter, arranger, manager, placement agent or Missouri becomes aware, similar entity in connection with any Financing by Sempra or any termination its Affiliates shall be deemed to be a “Representative” of Sempra for the purposes of the Amended and Restated Confidentiality Agreement, dated June 18, 2018, by and between Sempra Energy and the Company. Any lender, underwriter, arranger, manager, placement agent or similar entity in connection with any Financing by Parent Preferred Equity Funding Letter or the its Affiliates shall be deemed to be a “Representative” of Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail for purposes of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Confidentiality Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). (b) From and after the date hereof until the earlier of the Termination Date and the Closing Date, it is understood that Parent or any of its direct or indirect equityholders may seek to market and consummate all or a portion of any Financing. In this regard, and for the avoidance of doubt, each of the Company and the Partnership acknowledges that its cooperation obligations set forth in Section 5.17(a) include the obligation upon the reasonable request of Parent to use its reasonable best efforts to cooperate with any such efforts; provided, that such cooperation obligations are limited to those set forth in Section 5.17(a). (c) Prior to the Closing Date, none of the Company, the Company Subsidiaries and agrees their respective Representatives shall be required to take any action that would subject such Person 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 or incur any other liability or provide or agree to provide any indemnity in connection with any Financing or their performance of their respective obligations under this Section 5.17 or any information utilized in connection therewith. Parent shall indemnify and hold harmless the Company and the Company Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with the arrangement of any Financing and the performance of their respective obligations under this Section 5.17 and any information utilized in connection therewith (other than arising from information provided by the Company or the Company Subsidiaries specifically for use in the Financing pursuant to Section 5.17(a)). Each of the Company and the Partnership hereby consents to the use of the logos of the Company, the Partnership and their respective Subsidiaries in connection with any 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, the Partnership or any of their respective Subsidiaries or the reputation or goodwill of the Company, the Partnership or any of their respective Subsidiaries. (d) Parent, Merger Sub and Merger Partnership acknowledge and agree that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Parent, Sub Parent or Missouri any of its direct or indirect equityholders or any of their Affiliates of the proceeds contemplated by of, the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this AgreementFinancing. (ce) Arizona Parent shall use its reasonable best efforts to arrange not, without the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as prior written consent of the date hereofCompany, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy (including any remedy) under, or voluntarily replace the Arizona Equity Commitment Letter without first consulting with the Company or, Letters if such amendment would amendment, modification, waiver or would be reasonably expected voluntary replacement (i) adds new (or adversely modifies any existing) conditions to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the equity financing as compared to those in the Equity Commitment Letters, each as in effect on the date of this Agreement, in a manner that would make any portion of the equity financing less likely to be timely obtained, (ii) adversely affects the ability of Parent to enforce its rights against other parties to the Equity Commitment Letters or any definitive agreements relating to the equity financing as so amended, replaced, supplemented or otherwise modified, in any material respect, relative to the ability of Parent to enforce its rights against such other parties to the Equity Commitment Letters, each as in effect on the date hereof or in the applicable definitive agreements relating to the equity financing, (iii) reduces the aggregate amount of the equity financing (other than reductions of any amounts thereof constituting increases thereto after the date hereof), or (iv) would otherwise prevent, impede or delay the consummation of any of the transactions contemplated by this Agreement is not conditioned upon hereby; provided, that for the receipt by Arizona avoidance of doubt no consent from the Company shall be required for any amendment, replacement, supplement or modification of the proceeds contemplated by Equity Commitment Letters that is limited to adding any direct or indirect equityholders of Parent that have not executed the Arizona Equity Commitment Letter and that any failure by Arizona to have available all funds contemplated by Letters as of the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona date of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives).

Financing. (a) Without limiting Sections 6.3, 6.6 and 6.14, subject to applicable Law, the Company agrees to (i) provide reasonable cooperation, and to cause its Subsidiaries and their respective officers and employees to provide reasonable cooperation and (ii) use its commercially reasonable efforts to cause its independent auditors to provide reasonable cooperation, in connection with the arrangement of any financing to be consummated in order to fund the Merger Consideration to be paid pursuant to this Agreement (each, a “Financing”), including without limitation, reasonable participation (at Parent’s sole cost and expense) in meetings and road shows; making available information relating to the Financing reasonably requested by Parent; and reasonable assistance (at Parent’s sole cost and expense) in the preparation of offering memoranda, Sub private placement memoranda and Missouri similar documents of Parent. Parent will use reasonable best efforts to minimize any disruption to the businesses of the Company and its Subsidiaries which may result from the requests for access, data and information under this Section 6.13(a). Notwithstanding the foregoing, in no event shall the Company be required to provide any cooperation with any Financing that involves the registration of any securities of the Company under the Securities Act. (b) Parent agrees to use their reasonable its best efforts to arrange the Parent Financing on the terms and conditions no less advantageous than those described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Letter, including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated contained therein and (ivii) consummate to satisfy all conditions applicable to Parent and Merger Sub in such definitive agreements that are within its control. In the Parent Financing at or prior to the Final Condition Satisfaction Date. If event any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain alternative financing any such portion from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing. For the avoidance of doubt, if the Financing (or any alternative financing) has not been obtained, Parent Financing, and Merger Sub shall not permit any material amendment or modification continue to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri obligated to consummate the transactions contemplated by this Agreement, without first obtaining Merger on the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions terms contemplated by this Agreement is not conditioned upon and subject only to the receipt by Parent, Sub satisfaction or Missouri waiver of the proceeds contemplated by the Parent Preferred Equity Funding Letter conditions set forth in Sections 7.1 and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri 7.2 of this AgreementAgreement and to Parent’s rights under applicable subsections of Section 8.1. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives).

Financing. (a) Parent, Sub and Missouri Parent shall use their commercially reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby by the Wachovia Commitment Letter and such additional debt and/or equity financing transactions (collectively, the “Financing Transactions” and the Wachovia Commitment Letter together with any commitment letter or any similar agreement with respect to the Financing Transactions, the “Financing Commitments”) such that, at the Closing, Parent would have sufficient funds available to pay all amounts payable at or promptly following the Closing by Parent, Merger Sub or the likelihood of consummation Surviving Corporation pursuant to Sections 1.5, 1.6 and 1.7 and all of the transactions contemplated hereby)related fees and expenses payable by Parent or Merger Sub in connection with the Merger and other Contemplated Transactions. Without limiting the generality of the foregoing, including using Parent shall use its commercially reasonable best efforts to efforts: (i) maintain to the extent within its control, to satisfy all conditions precedent in any Financing Commitments then in effect and in any definitive agreements relating to the Parent Financing commitmentsTransactions, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining negotiate in good faith definitive agreements respecting the Parent Financing set forth thereinTransactions, and (iii) negotiate and enter into definitive agreements with respect thereto on if any material portion of the terms and conditions financing to be provided at the Closing contemplated by the Parent Preferred Equity Funding Wachovia Financing Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parenthas become unavailable, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation regardless of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letterreason therefor, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative the same or other sources on comparable or more favorable terms subject to Parent (as determined substantially similar conditions precedent to funding to those set forth in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such eventWachovia Commitment Letter. Parent shall give the Company prompt notice of any material breach termination, revocation or alleged material breach by amendment of the Wachovia Commitment Letter or any party other Financing Commitments and provide the Company with copies of any written correspondence with respect thereto, shall provide copies of any documentation (including drafts thereof) with respect to any Financing Commitments or any definitive documentation with respect to the Parent Preferred Equity Funding Letter or Financing Transactions, as and when requested by the Parent Commitment Letter of which ParentCompany, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent and shall otherwise keep the Company reasonably informed on a reasonably current basis in reasonable detail of as to the status of its efforts to arrange the Financing Transactions. Parent Financing, and shall not permit any material amendment or modification to be made toto the conditions precedent to funding or any other material provision set forth in the Wachovia Financing Commitment (or any other Financing Commitment entered into after the date hereof that replaces the Wachovia Financing Commitment) that could reasonably result in a material reduction in the amount of financing available at the Closing thereunder without the prior written consent of the Company (such consent not to be unreasonably withheld). (b) In the event that (x) Wachovia or one or more other third parties provides at least $35 million of debt or equity financing to Parent at the Closing (other than amounts funded from the Trust Account) and (y) the proceeds at Closing from the Financing Transactions, together with the proceeds available to the Company from the Trust Account (as defined in Section 5.18) is less than the aggregate amount payable at, or any waiver immediately following, the Closing by Parent, Merger Sub or the Surviving Corporation pursuant to Sections 1.5, 1.6 and 1.7 (after using all cash (as determined in accordance with GAAP consistent with past practices and excluding restricted cash) on the Company’s balance sheet immediately prior to the Closing in excess of $20,000,000 to pay such amounts and borrowing the maximum amount permitted to be borrowed under the terms of any material provision or remedy underFinancing Transaction being entered into at the Closing) (such shortfall, if any, the “Funding Shortfall”) and such Funding Shortfall does not exceed $80 million in the aggregate, then an amount equal to the Funding Shortfall (the “Stockholder Loan Amount”) that would have otherwise been payable to the Escrow Participants in cash pursuant to Sections 1.5, 1.6 and 1.7 shall instead be paid by Parent Preferred Equity Funding by the delivery of one or more promissory notes (the “Stockholder Loans”) having an aggregate initial principal amount equal to the Stockholder Loan Amount, which promissory notes shall be payable to the Escrow Participants pro rata in accordance with the amount of cash proceeds that would otherwise be payable to them at the Closing in respect of the shares of Company Capital Stock and shares of Company Common Stock subject to In-The-Money Company Options pursuant to Section 1.5(a)(ii)(A), Section 1.5(a)(iii)(A) and Section 1.6(a)(i) (calculated using the Estimated Closing Amount). In the event that any Stockholder Loan is made in connection with the Closing, Parent shall not enter into any other Financing Transaction at the Closing or, so long as any Stockholder Loan remains outstanding, incur any indebtedness that does not permit any Stockholder Loan to be refinanced by Parent and its Subsidiaries with the proceeds of any equity financing or any debt financing on terms that, in the aggregate, are not worse for the Parent and its other lenders than the terms of the Stockholder Loan being refinanced. (c) In the event that the aggregate amount of Stockholder Loans at Closing is equal to or less than $40 million, the Stockholder Loans shall be “Stockholder Mezzanine Loans” having the terms set forth in clause (ii) below. In the event that the aggregate amount of the Stockholder Loans at Closing are greater than $40 million, $30 million of such Stockholder Loans shall be “Stockholder Mezzanine Loans” having the terms set forth in clause (ii) below and the remaining amount of such Stockholder Loans (not to exceed $50 million) shall be “Stockholder Term B Loans” having the terms set forth in clause (i) below. (i) Any portion of the Stockholder Loans that are a “Stockholder Term B Loan” (the “Stockholder Term B Loan”) shall (1) have an initial adjustable interest rate equal to LIBOR plus 950 basis points, payable quarterly in cash, which interest rate shall be increased by 200 basis points per annum beginning on the six month anniversary of the Closing Date and an additional 200 basis points per annum each three months thereafter, (2) be subject to a 1.5% origination fee payable in cash at the Closing, one-half of which shall be refunded to Parent with respect to any portion of the Stockholder Term B Loan principal amount that is refinanced or otherwise repaid within six months of the Closing Date, (3) be secured by a second lien on all of the assets of Parent and its Subsidiaries and shall be subordinate to the debt financing contemplated by the Wachovia Commitment Letter or any other first lien debt financing, not to exceed $75 million initial principal amount in the aggregate (together with any replacements and refinancings thereof in an aggregate principal amount that does not exceed $75 million, the “First Lien Loan”) and pari passu or senior to all other indebtedness of Parent Commitment Letter without first consulting with and its Subsidiaries, (4) have a maturity of three and a half years following the Company orClosing Date, if such amendment would or would and (5) shall otherwise be reasonably expected on terms and conditions customary for commercial “Second Lien” Term B loans and in no event shall contain terms, covenants and conditions less favorable to materially and adversely affect or delay the Escrow Participants in any material respect than the ability terms, covenants and conditions obtained by a third party in connection with any other Term B loan entered into by Parent or its Subsidiaries with such a third party as part of the Financing Transactions. (ii) Any portion of the Stockholder Loans that are a “Stockholder Mezzanine Loan” (the “Stockholder Mezzanine Loan”) shall (1) have an initial interest rate equal to twenty percent per annum, one half of which shall be payable quarterly in cash and one half of which shall be payable quarterly in kind, which interest rate shall be increased by 100 basis points per annum beginning on the twelve month anniversary of the Closing Date and by an additional 100 basis points per annum each three months thereafter, one half of which shall be payable quarterly in cash and one half of which shall be payable quarterly in kind, (2) be secured by a third lien on all of the assets of Parent and its Subsidiaries and shall be subordinate to the First Lien Loan (not to exceed $75 million initial principal amount in the aggregate) and any second lien debt financing consummated by Parent in connection with the Closing (and any replacements or refinancings thereof in an aggregate principal amount, together with the First Lien Loans, not to exceed $115 million), (3) have a maturity of three and a half years following the Closing Date, and (4) otherwise be on terms and conditions customary for commercial “mezzanine” bridge loans and in no event shall contain terms, covenants and conditions less favorable to the Escrow Participants in any material respect than the terms, covenants and conditions obtained by a third party in connection with any mezzanine or other loans subordinated to any second lien financing entered into by Parent or its Subsidiaries with such a third party as part of the Financing Transactions. (iii) In addition, to the terms and conditions specified above, the Stockholder Loans shall provide that (in the case of clauses (w), (x) and (z) to the extent permitted by the terms of the First Lien Loan): (w) 100% of the proceeds of any debt or equity financing consummated by Parent or its Subsidiaries following the Closing shall be used to prepay first the Stockholder Term B Loan and, when such loan has been repaid in full, thereafter the Stockholder Mezzanine Loan, (other than financing used to refinance or replace the First Lien Loan in an aggregate principal amount that does not exceed $75 million), (x) 100% of the proceeds of any sale of assets of Parent or its Subsidiaries (other than the sale of inventory or the licensing of Intellectual Property in the ordinary course of business or the sale of equipment in the ordinary course of business so long as the proceeds of the sale of such equipment are used to purchase additional equipment within 90 days thereof) following the Closing shall be used to prepay first the Stockholder Term B Loan and, when such loan has been paid in full, thereafter the Stockholder Mezzanine Loan, (y) no dividends, distributions, redemptions or other payments shall be made to the equity holders of Parent in respect of the equity securities of Parent held by such holders so long as any Stockholder Loan remains outstanding, and (z) 100% of excess cash flow from the operation of Parent and its Subsidiaries (to be defined in the definitive agreements with respect to the Stockholder Loans in a manner consistent with general market practice) shall be used to prepay first the Stockholder Term B Loan and, when such loan has been paid in full, thereafter the Stockholder Mezzanine Loan; provided for purposes of this clause (z) the maximum availability to Parent or its Subsidiaries under any revolving credit facility plus the aggregate amount of cash and cash equivalents as determined in accordance with GAAP on a consolidated basis is at least $35 million after giving effect to such repayment. (d) If requested by the Company at any time after the earlier of January 10, 2007 or the date of the filing of the definitive Proxy Statement by Parent in the event Parent has not negotiated definitive agreements with respect to Financing Transactions as a result of which it reasonably expects to receive at least $115 million in proceeds at the Closing, or by Parent at any time, Parent and the Stockholder Representative shall negotiate definitive agreements with respect to the Stockholder Loans and Parent shall reimburse the Stockholder Representative for any out-of-pocket expenses (including reasonable out-of-pocket legal fees in connection therewith) incurred by the Stockholder Representative in negotiating such agreements. If Parent and the Stockholder Representative are unable to agree on any terms or conditions of the Stockholder Loans not specified above, Parent and the Stockholder Representative shall jointly retain (at Parent’s sole cost and expense) a mutually acceptable nationally recognized law firm with experience representing lenders in loans of the types included in the Stockholder Loan, Sub which shall resolve any dispute regarding such terms and conditions by determining the prevailing market practice then in effect with respect to loans of such type (it being understood that, except as noted in Section 5.9(c), such loans are not being made on terms customary for seller financing and are instead intended to be made on market terms typical for loans of such type made by commercial lenders). (e) If the Stockholder Loan is made, then notwithstanding anything to the contrary in this Agreement, the Indemnity Escrow Contribution Amount shall be equal to the excess (if any) of (i) $20,000,000 over (ii) the Stockholder Loan Amount. In the event that, and at such time as, any Parent Indemnitee would otherwise have become entitled to receive a distribution out of the Indemnity Escrow Fund in accordance with Section 9.7 (a “Distribution Entitlement”), the indemnity obligation of the Escrow Participants, and such Parent Indemnitee’s entitlement to such distribution, shall be satisfied first by reducing the principal amount of the Stockholder Term B Loan dollar-for-dollar by the amount of such Distribution Entitlement, up to the lesser of (x) the principal amount of the Stockholder Term B Loan then remaining outstanding or Missouri (y) the amount of such Distribution Entitlement, and any remaining portion of such Distribution Entitlement shall be satisfied by reducing the principal amount of the Stockholder Mezzanine Loan dollar-for-dollar by the remaining amount of such Distribution Entitlement, up to consummate the lesser of (1) the principal amount of the Stockholder Mezzanine Loan then remaining outstanding or (2) the remaining amount of such Distribution Entitlement. To the extent that at any time a proposed repayment by Parent of all or any portion of the principal amount of a Stockholder Loan (other than by reason of a Distribution Entitlement) would have the effect of reducing the aggregate principal amount outstanding of all Stockholder Loans remaining below an amount equal to the excess (if any) of (A) $20 million over (B) the aggregate amount of all of all prior reductions in the principal amount of Stockholder Loans as a result of Distribution Entitlements, the amount of such repayment shall not be paid by Parent to the payees of the Stockholder Loan, but instead shall be deposited in the Indemnity Escrow Fund; provided, however, that the principal amount of the Stockholder Loan shall for all purposes be deemed to have been reduced by the amount of such deposit. (f) The Company shall use commercially reasonable efforts (at Parent’s sole cost and expense with respect to any out-of-pocket expenses requested to be incurred by Parent in connection therewith) to assist Parent in connection with transactions undertaken by Parent to finance the transactions contemplated by this Agreement. Notwithstanding the foregoing, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation in no event shall any of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri Acquired Companies be required to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements any agreement or incur any liability or obligation with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the such financing transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this AgreementClosing. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives).

Financing. (a) Parent, Sub Parent and Missouri Opco shall use their commercially reasonable best efforts to arrange the Parent Bank Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Letter, including using commercially reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated contained therein and (ivii) consummate to satisfy on a timely basis all conditions applicable to Parent and Opco in such definitive agreements that are within the control of Parent Financing at or prior and Opco. Parent and Opco shall use commercially reasonable efforts to comply with their respective obligations, and enforce their respective rights, under the Final Condition Satisfaction DateCommitment Letter. If In the event that any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent and Opco shall use its commercially reasonable efforts to obtain any such portion from alternative sources; provided, however, that in the event that any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter as a result of a failure to satisfy any of the conditions set forth in paragraph (e) of Exhibit B to the Commitment Letter, Parent and Opco shall use best efforts to arrange obtain any such portion from alternative sources. Notwithstanding the foregoing, Parent and Opco shall be under no obligation to obtain any alternative financing from alternative sources unless it can be obtained on comparable or more favorable substantially similar economic terms (to Parent (Parent, Opco and the Equity Investor) as determined those set forth in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such eventCommitment Letter. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Parent Financing, Financing and shall not permit permit, without the prior written consent of the Company, any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company orLetter, if such amendment in each case, which would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees likelihood that the consummation of the transactions Financing contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably thereby will be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy obtained on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreementbasis. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives).

Financing. (a) ParentEach of Parent and Merger Subsidiary shall use its reasonable best efforts to take, Sub or cause to be taken, all actions and Missouri to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the Financing described in the Financing Letters on the terms and conditions described therein including using reasonable best efforts (i) to negotiate and enter into definitive agreements with respect to the Financing Letters on the terms and contained in the Financing Letters, and (ii) to satisfy on a timely basis all conditions to funding in the Financing Letters and such definitive agreements thereto (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to furnish information described in Section 6.18(b)) and to consummate the Financing at or prior to the Closing. In the event that any portion of the Financing becomes unavailable so as not to enable Parent and Merger Subsidiary to proceed with the Merger and related transactions in a timely manner, Parent and Merger Subsidiary shall use their reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain alternative alternate financing from alternative sources on comparable or more favorable terms (to Parent (as determined and Merger Subsidiary) than those set forth in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement Financing Letters as promptly as practicable following the occurrence of such event, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to either the Financing Letters or such alternate financing being referred to as the “Financing Agreements”). Any material breach of any of the Financing Letters, the Financing Agreements, any alternate financing commitment and any related fee and engagement letters by Parent or Merger Subsidiary shall be deemed a breach by Parent of this Section 6.18(a). Parent shall (i) furnish complete, correct and executed copies of the Financing Agreements to the Company promptly upon their execution, (ii) give the Company prompt notice (x) of any material breach or alleged material breach by any party to of, or material dispute or disagreement between any of the Parent Preferred Equity Funding Letter parties to, the Financing Letters, any alternate financing commitment or the Parent Commitment Letter Financing Agreements of which Parent, Sub Parent or Missouri Merger Subsidiary becomes aware, aware or any termination thereof or (y) if for any reason Parent or Merger Subsidiary believes in good faith that it is reasonably likely that it will not be able to obtain all or any material portion of the Parent Preferred Equity Funding Letter Financing in the amounts or from the Parent Commitment Letter. Parent shall 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 Termination Date and (iii) otherwise keep the Company reasonably informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, Financing (or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayedreplacements thereof). (b) Parent acknowledges and agrees that Prior to the consummation of Closing, the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona Company shall use its commercially reasonable best efforts to arrange provide to Parent and Merger Subsidiary, at Parent’s sole expense, all cooperation reasonably requested by Parent that is customary or necessary in connection with arranging, obtaining and syndicating the Arizona Financing, including without limitation, (i) furnishing Parent, Merger Subsidiary and their Financing on Sources, as promptly as reasonably practicable, with financial and other pertinent information regarding the terms Company and conditions described the Company Subsidiaries as may reasonably be requested in writing by Parent and identifying any portion of such information that constitutes material non-public information, (ii) in each case upon reasonable notice and in reasonably convenient locations, making senior management of the Company available to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with prospective lenders, investors and rating agencies in connection with the Financing, (iii) assisting with the preparation of customary materials for rating agency presentations (and assisting in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lendersobtaining of corporate, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated herebycredit and facility ratings from ratings agencies), offering documents, private placement memoranda, bank information memoranda, prospectuses and all other material to be used in connection with the financing (including customary authorization and management representation letters) and all documentation and other information required in connection with applicable “know your customer” and anti-money laundering rules and regulations, including U.S.A. Patriot Act of 2001, (iv) using reasonable best efforts to (i) maintain in effect the Arizona commitmentsobtain accountant’s comfort letters as reasonably requested by Parent, (iiv) satisfy entering into one or more credit or other agreements on a timely basis all conditions applicable terms reasonably satisfactory to Arizona to obtaining the Arizona Parent and Merger Subsidiary in connection with such Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or immediately prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms Acceptance Time, (vi) taking all corporate actions, subject to and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following only effective upon the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party Effective Time, required to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately after the Effective Time, and (vii) otherwise taking actions within its control to cooperate in satisfying the conditions precedent set forth in any Financing Agreements; provided, however, that (A) no obligation of the Company or any of the Company Subsidiaries under the Financing Agreements shall be effective until the Effective Time, (B) nothing in this Agreement Section 6.18(b) shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries, (C) neither the Company nor any of its Subsidiaries shall be required to pay any commitment fee or incur any liability that is not conditioned contingent upon the receipt by Arizona Closing (or, without limitation of the proceeds contemplated by foregoing, execute any Financing Agreements (except the Arizona Commitment Letter and authorization letter delivered pursuant to the foregoing clause (iii)) prior to the Closing or any other agreement, certificate, document or instrument that would be effective prior to the Closing), (D) in no event shall the Company or any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may Company Subsidiaries be reasonably requested by each required to make any representations or warranties regarding Parent, Merger Subsidiary or their respective Affiliates and (E) none of the Buyer Parties boards of directors (provided that such requested cooperation does not unreasonably interfere with or equivalent bodies) of the ongoing operations Company or any of its Subsidiary shall be required to enter into any resolutions or take similar action approving the Financing. Parent shall indemnify and hold harmless the Company and its Subsidiaries and does not require the Company or their respective Representatives from and against any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opinesall liabilities, as applicablelosses, with respect to factsdamages, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); providedclaims, that none of the Company or any Subsidiary shall be required to pay any fees costs, expenses (including commitment attorneys’ fees), interest, awards, judgments and penalties suffered or other similar fees) or incur any other liability incurred in connection with the Debt Financing prior to the Effective Timethis Section 6.18(b). Each of the Buyer Parties, as applicable, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or the its Subsidiaries in connection with such cooperationthis Section 6.18(b). Each Parent shall cause all non-public or confidential information provided by or on behalf of the Buyer Parties shall indemnify and hold harmless Company or any of its Subsidiaries pursuant to this Section 6.18(b) to be kept confidential in accordance with the Confidentiality Agreement. (c) The Company hereby consents to the use of the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time ’s logos in connection with the arrangement of Financing in a form and manner mutually agreed with the Debt Financing and any information utilized Company; provided, however, that such logos are used solely in connection therewith (other than historical information relating a manner that is not intended, or reasonably likely, to harm or disparage the Company or the Subsidiaries and information provided by the Company, the any of its Subsidiaries or the Representatives)reputation or goodwill of the Company or any of its Subsidiaries. (d) Parent and Merger Subsidiary acknowledge and agree that the obtaining of the Financing, or any alternative financing, is not a condition to Closing and reaffirm their obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Financing or any alternative financing, subject to fulfillment or waiver of the conditions set forth in Article VII.

Financing. (a) Parent, Sub and Missouri Parent shall use their its reasonable best efforts to arrange the Parent Debt Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Debt Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Letter, including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated contained therein and (ivii) consummate to satisfy all conditions applicable to Parent and Merger Sub in such definitive agreements that are within its control. In the Parent Financing at or prior to the Final Condition Satisfaction Date. If event any portion of the Parent Debt Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Debt Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain alternative financing any such portion from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event). Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to of the Parent Preferred Equity Funding Letter or the Parent Debt Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Debt Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter Letters without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives Representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Subsidiaries), including (i) participation in meetings, drafting sessions and due diligence sessions, (ii) furnishing Parent and its Subsidiaries financing sources with financial and does not require other pertinent information regarding the Company or as may be reasonably requested by Parent, (iii) assisting Parent and its financing sources in the preparation of (A) an offering document for any debt raised to complete the Merger and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of Parent and its Representatives financing sources for any debt raised by Parent to execute complete the Merger and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, (v) providing and executing documents as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing)may be reasonably requested by Parent; provided, PROVIDED that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) fee or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, the Subsidiaries and their respective representatives Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and Subsidiaries). (c) All non-public or otherwise confidential information provided regarding the Company obtained by Parent or its Representatives pursuant to Section 6.08(b) shall be kept confidential in accordance with the Confidentiality Agreement. (d) Within 60 days of there having occurred after the date of this Agreement (i) any general suspension of trading in, or limitation on prices for, securities on the NYSE for three or more consecutive business days, including but not limited to any changes in trading conditions resulting from actual or threatened terrorist attacks, responses by the CompanyUnited States or its allies thereto, or the effects thereof; (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or New York for three or more consecutive business days; (iii) the commencement or material escalation of a war, armed hostilities or other international or national crisis or security event directly or indirectly involving the United States or any of its territories after the date of this Agreement, including without limitation, any acts of terrorism, domestic or foreign or responses of the United States or its allies, or a national or international economic or financial crisis, the Subsidiaries result of which there has occurred any material disruption or material adverse change in the RepresentativesUnited State commercial credit, debt capital or commercial mortgage-backed securities markets for a period of three or more consecutive business days; or (iv) any limitation by any governmental, regulatory or administrative agency or authority which prohibits the extension of credit by banks or other lending institutions in the United States or New York in a manner that prevents Lender from providing the Debt Financing for a period of three or more consecutive business days, Parent shall deliver to the Company a certificate (the "MARKET MAC NOTICE") to that effect signed by an officer of Parent, describing in reasonable detail the nature of the Market MAC (any of the events specified in clauses (i) through (iv) described in such Market MAC Notice being hereinafter referred to as a "MARKET MAC"). At any time following its receipt of the Market MAC Notice, the Company may request (by delivery of a written notice to Parent to such effect (a "COMPANY WAIVER REQUEST")) that Parent fully and irrevocably waive its right to invoke the condition set forth in Section 7.02(d) with respect to such Market MAC. In the event that Parent delivers to the Company a written notice that Parent waives its right to invoke the condition set forth in Section 7.02(d) with respect to such Market MAC (a "PARENT WAIVER NOTICE"), then such Market MAC shall cease to be a basis for Parent or Merger Sub not consummating the Merger. In the event that Parent fails to deliver a Parent Waiver Notice with respect to a Market MAC within the longer of (i) seven days after Parent's receipt of the corresponding Company Waiver Request and (ii) the number of days between the date on which Parent delivered to the Company the corresponding Market MAC Notice and the date on which the Company delivered to Parent the Company Waiver Request (the longer of such periods being hereinafter referred to as the "REQUISITE RESPONSE PERIOD"), then the Company shall be entitled to terminate the Agreement pursuant to Section 8.01(j). Notwithstanding anything to the contrary in this Section 6.08(d), nothing shall release Parent from continuing to be obligated to use its reasonable best efforts to obtain (i) the Debt Financing or (ii) an alternative financing in accordance with Section 6.08(a) in the event Parent declines to timely waive its right to invoke the condition set forth in Section 7.02(d) with respect to a Market MAC.

Financing. (a) Parent, Sub Parent and Missouri Purchaser shall use their reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and Commitment Letter. In the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If event any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent and Purchaser shall use its reasonable best efforts to arrange to and obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement with terms and conditions not materially less favorable (taken as promptly a whole) to Parent and Purchaser than the terms and conditions (taken as practicable a whole) set forth in the Commitment Letter (“Alternative Committed Financing”), including from alternative sources, following the occurrence of such event. Parent and Purchaser shall give the Company prompt written notice upon becoming aware of any material breach or alleged material breach by any party to of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, Letters or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment LetterLetters. Parent and Purchaser shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing or the Alternative Committed Financing, as the case may be, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent any Commitment Letter without first consulting with the Company or, if such amendment amendment, modification or waiver would or would reasonably be reasonably expected to materially and adversely affect impair or delay in any material respect the ability of ParentParent or Purchaser to receive the Financing or the Alternative Committed Financing, Sub as the case may be, at or Missouri before the Closing or to consummate the transactions contemplated by this Agreementhereby. Parent and Purchaser shall provide written notice to the Company promptly upon receiving the Financing or the Alternative Committed Financing, without first obtaining as the Company’s prior written consent (not to be unreasonably withheld or delayed)case may be. (b) Parent acknowledges Prior to the Closing, the Company shall use its reasonable best efforts, and agrees that the consummation shall cause each of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri its Subsidiaries to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms provide and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use cause its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its Subsidiaries’ Representatives to provide to Parent and their representatives to providePurchaser, in each case at Parent’s sole expense, all reasonable cooperation reasonably requested by Parent or Purchaser that is customary in connection with the arrangement of the Debt type of Financing as may be reasonably requested contemplated by each of the Buyer Parties Commitment Letter (provided in all cases that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), which reasonable best efforts shall include (i) (A) furnishing Parent and Purchaser and their Financing Sources, as promptly as reasonably practicable following Parent’s or Purchaser’s request, with such pertinent and customary information, to the extent reasonably available to the Company or its Subsidiaries, regarding the Company and its Subsidiaries, and any supplements thereto, as may be reasonably requested by Parent or Purchaser to consummate the Financing and (B) furnishing Parent and Purchaser and their Financing Sources, as promptly as reasonably practicable following Parent’s or Purchaser’s request, with information regarding the Company and its Subsidiaries (including information to be used in the preparation of one or more information packages regarding the business, operations, financial projections and does not require prospects of the Company and its Subsidiaries) customary for the arrangement of loans contemplated by the Financing, to the extent reasonably available to the Company, its Subsidiaries or its Representatives and to assist in preparation of customary rating agency or lender presentations relating to such arrangement of loans, (ii) furnishing all consolidated financial statements, business and other financial data (other than pro forma financial statements but including, for the avoidance of doubt, any financial information of the Company and its Subsidiaries reasonably necessary to permit the Parent to prepare pro forma financial statements required under the Commitment Letter, and excluding textual descriptions of the Company’s business and financial results (other than what is customarily contained in the notes to the Company’s financial statements)), and audit reports of the Company and its Subsidiaries, and any supplements thereto required under the Commitment Letter and written financial information reasonably necessary for the Parent and the Financing Sources to prepare the “Confidential Information Memorandum” referred to in the Commitment Letter (the information referred to in clauses (i) and (ii) being referred to in this Agreement as the “Required Information”), (iii) participating and having senior management and its Representatives participate in a reasonable number of meetings, presentations, confidential information memorandum presentations and meetings, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Financing (including customary one-on-one meetings with the Financing Sources), (iv) assisting with the preparation of materials for rating agency presentations, bank information memoranda, and similar documents required in connection with the Financing; provided that any rating agency presentations, bank information memoranda, and similar documents required in connection with the Financing shall contain disclosure reflecting the Surviving Corporation and/or its Subsidiaries as the obligor, (v) taking all corporate actions, subject to and only effective upon the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately after the Effective Time, (vi) executing and delivering any customary pledge and security documents, credit agreements, ancillary loan documents and customary closing certificates and documents (in each case, subject to and only effective upon occurrence of the Effective Time) and assisting in preparing schedules thereto as may be reasonably requested by Parent or Purchaser (including delivery of borrowing base certificates and delivery of a solvency certificate of the chief financial officer of the Company, (vii) assisting in (A) the preparation, execution and delivery of one or more credit agreements, indentures, currency or interest hedging agreements or (B) the amendment or modification of any of the Company’s or its Subsidiaries’ currency or interest hedging agreements, if any, in each case, on terms that are reasonably requested by Parent or Purchaser in connection with the Financing; provided that no obligation of the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent Subsidiaries under any such certificate agreements or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary amendments shall be required to pay any fees effective until the Effective Time, (including commitment or other similar feesviii) or incur any other liability in connection with the Debt Financing, providing customary authorization letters to the Financing Sources for the Financing authorizing the distribution of information to prospective lenders and containing a customary representation to the Financing Sources for the Financing that such information does not contain a material misstatement or omission and containing a representation to the Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or their securities, (ix) using reasonable best efforts to arrange for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all indebtedness contemplated by the Commitment Letter to be paid off, discharged and terminated on the Closing Date, (x) providing at least two Business Days prior to the expected Closing Date all documentation and other information about the Company and each of its Subsidiaries as is requested by the Financing Sources for the Financing and required under applicable “know your customer” and anti-money-laundering rules and regulations including the USA PATRIOT Act, (xi) using reasonable best efforts to cause accountants to consent to the use of their reports in any material relating to the Financing, (xii) assisting in obtaining corporate and facilities ratings for the Financing, (xiii) requesting the Company’s independent auditors to cooperate with Parent’s reasonable best efforts to obtain customary accountant’s comfort letters (including “negative assurance”) and consents from the Company’s independent auditors, (xiv) assisting with the execution, preparing and delivering of original stock certificates and original stock powers to the Financing Sources (including providing copies thereof prior to the Closing Date) on or prior to the Closing Date, and (xv) ensuring that there are no competing issues of debt securities or syndicated credit facilities of the Company and its Subsidiaries being offered or arranged between the execution of this Agreement and the Effective Time. Each of the Buyer PartiesParent shall promptly, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ and accountants costs and expenses) incurred by the Company or the any of its Subsidiaries in connection with such cooperation. Each the cooperation of the Buyer Parties Company and its Subsidiaries contemplated by this Section 6.12(b) and shall indemnify and hold harmless the Company, the its Subsidiaries and their respective representatives for Representatives from and against any and all liabilities, lossesdirect and actual losses (other than lost profits), damages, claims, costs, expenses, interest, awards, judgments and penalties costs or expenses suffered or incurred by any of them prior to the Effective Time in connection with the arrangement of the Debt Financing Financing, any action taken by them at the request of Parent pursuant to this Section 6.12(b) and any information utilized used in connection therewith (other than historical except with respect to any information relating to provided in writing by the Company or any of its Subsidiaries specifically for use in connection therewith), except, in each case, insofar as such losses, damages, claims, costs or expenses (i) arose out of or resulted from the Subsidiaries and information provided by common law fraud, willful misconduct or gross negligence of the Company, the its Subsidiaries or their Representatives, (ii) directly resulted from the Representatives)breach of any of the obligations of the Company, its Subsidiaries or their Representatives under this Agreement or (iii) that were agreed to in a settlement without the written consent of Parent. (c) Notwithstanding anything to the contrary contained in this Section 6.12, (i) no obligation of the Company or any of its Subsidiaries under any agreement, certificate, document or instrument (other than the authorization letters referred to above) shall be effective until the Effective Time (and nothing contained in this Section 6.12 or otherwise shall require the Company or any of its Subsidiaries, prior to the Effective Time, to be an obligor with respect to the Financing) and (iii) none of the Company or any of its Subsidiaries or Representatives shall be required to pay or incur any liability for any commitment or other fee or pay or incur any other liability in connection with the Financing prior to the Effective Time. (d) For purposes of this Section 6.12, the term “Financing” shall also be deemed to include any Alternative Committed Financing and the term “Commitment Letter” shall also be deemed to include any commitment letter (or similar agreement) with respect to such Alternative Committed Financing.

Financing. (a) Parent, Parent and Merger Sub and Missouri shall use their respective reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereoftake, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter cause to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereofbe taken, all actions and to do, or otherwisecause to be done, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parentall things necessary, Sub proper or Missouri advisable to consummate the transactions contemplated hereby Financing at or prior to the likelihood of consummation of the transactions contemplated hereby)Effective Time, including using reasonable best efforts to (i) maintain in effect the Parent Financing commitmentsand the Financing Commitments, (ii) enter into definitive financing agreements with respect to the Financing and Financing Commitments, so that such agreements are in effect as promptly as practicable but in any event no later than the Effective Time, (iii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, Conditions and (iiiiv) negotiate in the event that the Financing Conditions have been, or upon funding would be, satisfied, cause the Debt Financing Sources to fund the full amount of the Financing. Parent and enter into Merger Sub shall deliver to the Company true, complete and correct copies of the Financing Commitments and shall keep the Company fully informed of material developments in respect of the financing process relating thereto as reasonably requested by the Company from time to time. Prior to the Closing, Parent and Merger Sub shall not agree to, or permit, any amendment or modification of, or waiver under, or any supplement, assignment, substitution or replacement of the Financing Commitments or other documentation relating to the Financing, except as expressly permitted under Section 5.13(b) or Section 5.13(c), in each case, without the prior written consent of the Company. (b) Notwithstanding anything in this Agreement to the contrary, Parent and Merger Sub shall have the right from time to time to amend, supplement or otherwise modify, or waive any of its rights under, the Financing Commitments or any definitive agreements with respect thereto on to the terms and Financing; provided that any such amendment, supplement or other modification to, or waiver of, any provision of or remedy under the Financing Commitments or such definitive agreements shall not (i) include any conditions contemplated by that are in addition to, or in the Parent Preferred Equity Funding Letter and aggregate more onerous than, the Parent Commitment Letter Financing Conditions or on other terms that would not otherwise expand, amend or modify any of the Financing Conditions in a manner adverse to Parent, Merger Sub or the Company, (ii) cause or be reasonably expected to cause a delay in the ability of, or hinder or prevent or adversely impact the ability of Parentof, Parent and Merger Sub or Missouri to consummate the Merger and the other transactions contemplated hereby by this Agreement or enforce its rights against the likelihood of consummation Debt Financing Sources with respect to the Financing Commitments, (iii) reduce the aggregate amount of the transactions contemplated and Financing or (iv) consummate release, repudiate, withdraw, consent to or otherwise result in the termination of the obligations of the Debt Financing Sources under the Financing Commitments (except for the replacement of the lenders in respect of the bridge facility described therein for up to 20% of the aggregate commitments in respect thereof as expressly contemplated by the Financing Commitments). In such event, the new commitment letters entered into in accordance with this Section 5.13(b) shall be deemed to be a part of the “Financing” and the commitment with respect thereto shall be deemed to be a part of the “Financing Commitments” for all purposes of this Agreement). (c) If, notwithstanding the use of reasonable best efforts by Parent and Merger Sub to satisfy its obligations under Section 5.13(a), any of the Financing at or the Financing Commitments (or any definitive financing agreement relating thereto) expire or are terminated prior to the Final Condition Satisfaction Date. If Closing, in whole or in part, for any reason, or all or any portion of the Financing shall otherwise become unavailable (or it shall become reasonably foreseeable that all or any portion of the Financing shall otherwise become available, including as a result of a breach or repudiation, or threatened or anticipated breach or repudiation, by any party to the Financing Commitments) Parent Financing becomes unavailable on and Merger Sub shall (i) promptly notify the terms Company of such expiration, termination or other event and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letterreasons therefor, Parent shall (ii) use its reasonable best efforts to arrange to obtain for alternative financing from alternative sources (an “Alternative Financing”) on comparable or more terms and conditions that are not less favorable terms to Parent (as determined and Merger Sub in the reasonable judgment of Parent) aggregate than the terms and conditions set forth in the Financing Commitments (which, together with other financial resources available to the Company, shall be in an amount sufficient to consummate pay for the consummation of the transactions contemplated by this Agreement (including any refinancing or repayment of indebtedness of Parent, Merger Sub or the Company required in connection therewith) and which does not include any conditions that are in addition to, or in the aggregate more onerous than, the Financing Conditions) to replace the financing contemplated by such original commitments or agreements and (iii) use reasonable best efforts to obtain a new financing commitment that provides for such Alternative Financing and, promptly after execution thereof, deliver to the Company true, complete and correct copies of the commitment letter and fee letter (in redacted form removing only the fees payable on the Closing to a financing source) and related definitive financing documents related to such Alternative Financing relating to such commitment, in each case, as promptly as practicable following the occurrence of such eventevent (and in any event no later than the Closing). Upon obtaining any commitment for any such Alternative Financing, such financing shall be deemed to be a part of the “Financing” and the commitment with respect thereto shall be deemed to be a part of the “Financing Commitments” for all purposes of this Agreement. Parent and Merger Sub shall give provide the Company with prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter Financing Commitments of which Parent, Parent or Merger Sub or Missouri becomes aware, aware or any withdrawal, repudiation or termination of the Parent Preferred Equity Funding Letter or Financing Commitments and, at the Parent Commitment Letter. Parent shall Company’s request, keep the Company informed on a reasonably current basis in reasonable detail of the status of its their efforts to arrange obtain any Alternative Financing. Without limiting the foregoing, Parent Financingand Merger Sub agree to notify the Company promptly, and in any event within three (3) Business Days, if at any time (A) any of the Financing Commitments shall expire, be withdrawn or be terminated for any reason, (B) any Debt Financing Source party to any of the Financing Commitments notifies Parent or Merger Sub that it no longer intends to provide financing on the terms set forth therein or (C) to the knowledge of Parent or Merger Sub, any party to any of the Financing Commitments is or is alleged to be in breach or default thereunder. (d) [INTENTIONALLY OMITTED] (e) In the period between the date hereof and the Closing, upon reasonable request of Parent and Merger Sub, the Company shall, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange cause its Subsidiaries, Affiliates and Representatives to, reasonably cooperate with Parent and Merger Sub in connection with the Arizona Financing on (for purposes of this Section 5.13(e), the terms and conditions “Financing” shall include any financing to be issued or incurred in lieu of the debt facilities described in the Arizona Commitment Letter (provided that Arizona may replace or amend Financing Commitments and any registration by the Arizona Commitment Letter Parent and/or its Subsidiaries under the Securities Act effected pursuant to add lendersthe registration rights agreement, lead arrangersdated November 23, bookrunners2010, syndication agents or similar entities which had not executed the Arizona Commitment Letter by and among Parent, certain Subsidiaries of Parent as guarantors, and X.X. Xxxxxx Securities LLC, as representative of the date hereofInitial Purchasers (as defined therein)), or otherwiseincluding without limitation, so long as in each case, at the terms would not reasonable request of Parent and Merger Sub, (i) preparation of all required financial statements relating to the Company and its Subsidiaries and provision of data relating to the Company and its Subsidiaries to allow Parent to prepare any required pro forma financial information in connection with the Financing; (ii) reasonably be expected cooperating with the marketing efforts related to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Financing, including using reasonable best efforts to (i) maintain cause its Representatives to be available, during normal working hours and upon reasonable notice, to meet with the lender parties to the Financing Commitments and other prospective lenders and/or underwriters in effect the Arizona commitmentsa reasonable number of meetings, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth thereinpresentations, road shows, drafting sessions, due diligence sessions and sessions with rating agencies; (iii) negotiate the provision of pertinent information relating to the Company and enter into definitive agreements with respect thereto on its Subsidiaries relevant to the terms Financing reasonably requested by Parent and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and Merger Sub; (iv) consummate reasonably assisting in the Arizona Financing at or prior preparation of (A) customary offering documents, bank information memoranda, prospectuses and similar marketing documents, which contain all financial statements and other data relating to the Final Condition Satisfaction Date. If any portion Company and its Subsidiaries required to be included therein (which, in the case of financial information relating to the Company and its Subsidiaries, if required by applicable rules or regulations of the Arizona Financing becomes unavailable on SEC or by the terms and conditions contemplated underwriters for any securities offering, shall have been reviewed by the independent accountants for the Company as provided in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated procedures specified by the Arizona Commitment Letter Public Company Accounting Oversight Board in AU 722) and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations appropriate pro forma financial information of the Company and its Subsidiaries (which pro forma financial statements shall be prepared by Parent or its Representatives) in accordance with, or reconciled to, GAAP and does not require prepared in accordance with Regulation S-X under the Securities Act, and all other data (including selected financial data) relating to the Company and its Subsidiaries that the SEC would require in a registered debt offering on Form S-1 under the Securities Act or any of that would be necessary for an investment bank to receive customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with a registered debt offering on Form S-1 under the Securities Act and (B) materials for rating agency presentations; (v) using commercially reasonable efforts to cause its Representatives independent accountants, consistent with their customary practice, to execute provide reasonable assistance and deliver any certificate or opinion cooperation to Parent, including accounting due diligence sessions, and providing consent to Parent to use their audit reports relating to the extent any Company and reasonable assistance in facilitating the provision of customary “comfort” (including “negative assurance” comfort) by such certificate or opinion certifies or opinesindependent accountants, in each case on customary terms and consistent with their customary practice in connection with financings similar to the Financing; (vi) reasonably cooperating with Parent and Merger Sub in providing customary information with respect to its property and assets reasonably required in connection with the Financing Conditions and reasonably facilitating the pledging of collateral and providing of guarantees with respect to the Financing Commitments upon Closing consistent with the terms of this Agreement and, subject to the occurrence of the Closing, taking corporate actions necessary to permit the consummation of the Financing; (vii) assisting Parent as applicablerequested thereby in seeking to obtain ratings from Xxxxx’x Investors Service, Inc. and Standard and Poor’s Rating Services, a division of The McGraw Hill Companies, Inc., with respect to facts, circumstances or events that will exit after giving effect the borrower of the Financing and the senior secured facilities described in the Financing Commitments to be provided in connection therewith; and (viii) delivering to Parent for further distribution to the transactions contemplated hereby lenders under the Financing Commitments all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the incurrence U.S.A. PATRIOT ACT (Title III of any indebtedness of the Company pursuant to the Debt FinancingPub. L. 107 56 (signed into law October 26, 2011); provided). Parent and Merger Sub shall promptly, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable documented out-of-pocket costs expenses incurred by the Company Company, its affiliates or the Subsidiaries its representatives in connection with such cooperation. The effectiveness of any definitive financing documentation executed by the Company, its affiliates or its representatives in connection with such cooperation shall be subject to the consummation of the Closing. (f) Each of Parent and Merger Sub acknowledges and agrees that the Buyer Parties Company and its Subsidiaries and their respective Representatives shall not, prior to the Closing, have any responsibility for, or incur any liability to any Person under, the Financing, any Alternative Financing or any other financing that Parent and Merger Sub may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to this Section 5.13. Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, the Company and its Subsidiaries and their respective representatives for 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 arrangement any Transaction Financing or other securities offering of the Debt Financing and Parent and/or its Subsidiaries or any information utilized assistance or activities provided in connection therewith (other than historical information relating to therewith; provided, however, that the Company or the Subsidiaries and information provided by foregoing shall not apply in the Company, the Subsidiaries ’s or the Representatives)its Subsidiaries’ or other representatives’ willful misconduct or gross negligence.

Financing. (a) Parent, Sub Parent and Missouri the Purchaser shall use their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Parent Debt Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Debt Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Letter, including using commercially reasonable best efforts to (ia) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub Debt Commitment Letter and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto to the Debt Financing on the terms and conditions contemplated by reflected in the Parent Preferred Equity Funding Letter and the Parent Debt Commitment Letter or on other terms reasonably acceptable to Parent and the Purchaser, (b) satisfy on a timely basis all material conditions applicable to Parent and the Purchaser in such definitive agreements that would not adversely impact the ability of Parentare within their control, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (ivc) consummate the Parent Debt Financing at such time or prior from time to time as is necessary for Purchaser to satisfy its obligations under this Agreement (d) enforce its rights under the Final Condition Satisfaction DateDebt Commitment Letter; provided, however, that Parent or Purchaser shall have the right to substitute alternative financing for the Debt Commitment Letter with a different letter or a letter from alternative lenders so long as such substitute letter is subject to financing conditions that are at least as favorable to Parent and Purchaser as the financing conditions set forth in the Debt Commitment Letter. If In the event any portion of the Parent Debt Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Debt Commitment Letter or the Parent Commitment Letterfor any reason, Parent and the Purchaser shall use its their commercially reasonable best efforts to arrange to obtain alternative financing on terms no less favorable to Purchaser than the Debt Financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent“Alternative Financing”) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give For the Company prompt notice avoidance of any material breach or alleged material breach by any party to doubt, Parent’s and the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri Purchaser’s obligation to consummate the transactions contemplated by this AgreementOffer, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges Merger and agrees that the consummation of the other transactions contemplated by this Agreement is are not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter (and the Parent Commitment Letter and that shall not be) subject to any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreementfinancing condition. (cb) Arizona In the period between the date of this Agreement and the Effective Time, upon request of Parent, the Company shall, and shall use its commercially reasonable best efforts to arrange the Arizona Financing on the terms cause its Subsidiaries, and conditions described its and their Affiliates and Representatives to, reasonably cooperate with Parent in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation connection with its financing of the transactions contemplated hereby)in this Agreement, including using commercially reasonable best efforts to (i) maintain participate in effect the Arizona commitmentsmeetings and road shows, if any; (ii) satisfy on a timely basis all conditions applicable provide information reasonably requested by Parent relating to Arizona to obtaining the Arizona Financing set forth therein, and such financing; (iii) negotiate assist in the preparation of offering memoranda, private placement memoranda, prospectuses and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability similar documents of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated Parent; and (iv) consummate obtain the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms consent of, and conditions contemplated in the Arizona Commitment Lettercustomary comfort letters from, Arizona shall use its reasonable best efforts to arrange Ernst & Young, LLP (including by providing customary management letters and requesting legal letters to obtain alternative financing from alternative sources on comparable such consent) if necessary or more favorable terms to Arizona (as determined in the reasonable judgment desirable for Parent’s use of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date financial statements. Parent shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to providepromptly, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable documented out-of-pocket costs expenses incurred by the Company or the Subsidiaries its Affiliates or Representatives in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives).

Financing. (a) Parent, Sub and Missouri Parent shall use their its reasonable best efforts to arrange take, or cause to be taken, all actions reasonably necessary to consummate and obtain the Parent Financing on substantially the terms and conditions described in the Parent Preferred Equity Funding Letter and Commitment Letter, as adjusted by the Parent Commitment Letter (provided that ParentAgreed Marketing Terms, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)if any, including using reasonable best efforts to (i) maintain in effect the Parent Commitment Letter and, if entered into prior to the Closing, the definitive documentation with respect to the Financing commitmentscontemplated by the Commitment Letter (including “flex” provisions contained therein) (the “Definitive Financing Agreements”), (ii) negotiate and execute Definitive Financing Agreements on terms and conditions contemplated by the Commitment Letter (including any “flex” provisions in connection therewith), as adjusted by the Agreed Marketing Terms, if any, and, upon execution thereof, deliver a copy thereof to the Company, (iii) satisfy on a timely basis all conditions applicable to Parent, Sub Parent and Missouri to obtaining its Subsidiaries in the Parent Commitment Letter and Definitive Financing set forth thereinAgreements that are within its control and comply with its obligations thereunder, and not take any action that would prevent the availability of the Financing, (iiiiv) negotiate seek to enforce its rights under the Commitment Letter and enter into definitive agreements with respect Definitive Financing Agreements in the event of a breach or failure to fund by the financing sources that materially impedes or materially delays Closing, including by seeking specific performance against, the parties thereto (including the Commitment Party under the Commitment Letter). In the event that all conditions to the Financing have been satisfied, or upon funding will be satisfied, Parent shall use its reasonable best efforts to cause the lenders and the other Persons providing such Financing to fund on the terms Closing Date (including by seeking specific performance to cause such lenders and conditions other Persons to fund such Financing) the portion of the Financing required to consummate the Merger and the transactions contemplated by this Agreement. Parent shall have the Parent Preferred Equity Funding Letter and right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Parent Commitment Letter or Definitive Financing Agreements, and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter or Definitive Financing Agreements that amends the Financing and/or substitution of all or any portion of the Financing shall not (A) expand upon or amend in any way that is adverse to the Company the conditions precedent to the Financing as set forth in the Commitment Letter or (B) be reasonably expected to prevent or materially impede or materially delay the availability of the Financing and/or the consummation of the Merger and the transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter or Definitive Financing Agreements in its reasonable discretion, provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with the financial resources of Parent and Merger Subsidiary, including cash on other terms that would not adversely impact the ability hand and marketable securities of Parent, Sub or Missouri the Company and their respective Subsidiaries, to consummate the Merger and the other transactions contemplated hereby by this Agreement (including the payment of any Required Amounts), and provided, further, that such reduction shall not (A) expand upon or amend in any way that is adverse to the likelihood Company the conditions precedent to the Financing as set forth in the Commitment Letter or (B) be reasonably expected to prevent or materially impede or materially delay the availability of such reduced Financing and/or the consummation of the Merger and the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Dateby this Agreement. If any portion of the Parent Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, on the terms and conditions (including any “flex” provisions in connection therewith) contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, as adjusted by the Agreed Marketing Terms, if any, and such portion is reasonably required to consummate the Merger and the other transactions contemplated by this Agreement (including the payment of any Required Amounts), Parent shall use its reasonable best efforts to arrange to and obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such eventevent alternative financing from the same and/or alternative financing sources in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement (including the payment of any Required Amounts), upon terms and conditions (including any “flex” provisions) not materially less favorable, in the aggregate, to Parent than those in the Commitment Letter, as adjusted by the Agreed Marketing Terms, if any, and, if obtained, will provide the Company with a copy of the documentation with respect to such alternative financing. Parent shall give the Company prompt oral and written notice (but in any event not later than 48 hours) after Parent becoming aware (i) of the occurrence of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Commitment Letter or the Parent Commitment Letter Definitive Financing Agreements or of which Parentany condition not likely to be satisfied, Sub or Missouri becomes aware, or (ii) of any termination or waiver, amendment or other modification of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, (iii) that any of the Financing Parties no longer intends to provide the Financing or (iv) that any portion of the Financing is not available to consummate the Merger. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange arrange, obtain and/or consummate the Parent Financing, Financing and shall not permit provide copies of the principal documents related to the Financing (excluding fee letters and engagement letters, except to the extent that such documents contain any material amendment conditions to funding or modification “flex” provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties)) on a periodic basis of no less frequently than once a month and as may otherwise be made to, or any waiver of any material provision or remedy under, reasonably requested by the Company. In the event that Parent Preferred Equity Funding commences an action to seek specific performance to enforce its rights under the Commitment Letter or the Parent Commitment Letter without first consulting with Definitive Financing Agreements and/or cause the Company orfinancing sources to fund the Financing (any such action, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona “Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated herebyAction”), including using reasonable best efforts to Parent shall (ix) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company reasonably informed on a reasonably current basis in reasonable detail of the status of its efforts the Financing Action and (y) at the reasonable request of the Company, make Parent’s employees and legal advisors reasonably available to arrange discuss the Arizona Financingstatus of, and material developments with respect to, the Financing Action (subject in all cases to preserving all legal privileges). For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not permit any material amendment or modification be deemed to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Companyviolate Parent’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of obligations under this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives).

Financing. (a) Parent, Parent and Acquisition Sub and Missouri shall use their commercially reasonable best efforts to arrange obtain the Parent proceeds of the Financing on the terms and conditions described in the Commitment Letter, Parent Preferred Equity Funding Consent Letter and the Parent Commitment Letter and to obtain the funds contemplated by the Equity Commitment (provided that Parent, Sub and Missouri may (x) replace or amend to contribute such funds to the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated herebyCompany), including using commercially reasonable best efforts to (iA) maintain negotiate definitive agreements with respect to the Financing consistent with the terms and conditions contained in effect the Parent Financing commitments, Commitment Letter and (iiB) satisfy on a timely basis all conditions applicable in such definitive agreements the satisfaction of which is within the control of Parent or Acquisition Sub. Parent and Acquisition Sub shall use their commercially reasonable efforts to Parentcomply with their respective obligations, Sub and Missouri to obtaining enforce their respective rights, under the Commitment Letter, the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Consent Letter and the Parent Commitment Letter or on other terms that would not adversely impact and shall cause RHJI to comply with its obligations under the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment LetterCommitment. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange obtain the Parent Financing, proceeds of the Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, any of the Commitment Letter, the Parent Preferred Equity Funding Consent Letter, Parent Commitment Letter or the Parent Equity Commitment Letter without first consulting with if such amendment, modification, waiver or remedy amends the conditions to the drawdown of the Financing in a manner adverse to the interests of the Company orand its shareholders, if such amendment would in each case, in any material respect or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub Parent or Missouri the Company to consummate effect the transactions contemplated by this Agreement, without first obtaining Financing or obtain the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation proceeds of the transactions contemplated by this Agreement is not conditioned upon Equity Commitment. The Company shall also use commercially reasonable efforts to assist and cooperate with Parent and Acquisition Sub in connection with their efforts to obtain the receipt by Parent, Sub or Missouri proceeds of the proceeds contemplated by Financing, including providing reasonably required information relating to the Parent Preferred Equity Funding Letter Company and the Parent Commitment Letter Company Subsidiaries to the financial institution or institutions providing the Financing and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter executing and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth thereindelivering, and (iii) negotiate causing the Company Subsidiaries to execute and enter into deliver, definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Lettercustomary certificates, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona legal opinions (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall which may be reasoned, if counsel reasonably believes it cannot give the Company prompt notice opinion otherwise) or other documents and instruments relating to guarantees, the pledge of any material breach or alleged material breach by any party collateral and other matters ancillary to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere Parent in connection with the ongoing operations Financing; provided, however, that no obligation of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent Company Subsidiary under any such certificate certificate, document or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to instrument shall be effective until the transactions contemplated hereby Effective Time and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Company Subsidiary shall be required to pay any fees (including commitment or other similar fees) fee or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each In the event that the Financing is not available to consummate the Refinancing and pay related fees and expenses of the Buyer PartiesTransactions contemplated by this Agreement and the other Transaction Agreements, then Parent shall promptly notify the Company and Parent and Acquisition Sub shall use their commercially reasonable efforts to obtain alternative financing on terms that are no less favorable to Parent and Acquisition Sub than those set forth in the Commitment Letter, Parent Consent Letter or Parent Commitment Letter, as applicable, shall, promptly upon request and in the same amounts as contemplated by the CompanyCommitment Letter (including for working capital purposes following the Closing) or Parent Commitment Letter, reimburse as applicable (the Company for all reasonable out-of-pocket costs incurred "Alternative Financing"); provided that no such Alternative Financing shall require a greater cash equity commitment than that contemplated by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives)Equity Commitment.

Financing. (a) Parent, Sub and Missouri shall use their reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent The Offeror shall use its reasonable best efforts to arrange take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain alternative financing the proceeds from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate Equity Sale. Without limiting the transactions contemplated by this Agreement as promptly as practicable following foregoing, from and after the occurrence of such event. Parent shall give date hereof, the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and Offeror shall not permit agree to any material amendment or modification to be made to, or to any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or Purchase Agreement without the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by ParentCompany if such amendments, Sub modifications or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms waivers would not reasonably be expected to adversely impact (x) reduce the ability aggregate amount of Arizona funds or commitments payable to consummate the transactions contemplated hereby Offeror under the Equity Purchase Agreement or (y) impose new or additional conditions precedent to the likelihood of consummation closing of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction DateEquity Sale. If any portion of the Arizona Financing Equity Sale becomes unavailable on in the terms and conditions manner or from the sources contemplated in the Arizona Commitment LetterEquity Purchase Agreement, Arizona the Offeror shall notify the Company and shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary or desirable to arrange to obtain alternative financing any such portion from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes awarepracticable, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent such financing is necessary to complete the Tender Offer and subsequent acquisition (including compulsory redemption) of any remaining Shares and Outstanding Equity Instruments. If and to the extent that the Equity Sale is replaced, supplemented or superseded by any alternative financing (“Replacement Financing”) in accordance with the terms hereof, the terms “Equity Sale”, “Equity Purchase Agreement” and “Purchaser” shall each be deemed to be modified, mutatis mutandis, to refer to such certificate or opinion certifies or opines, as applicable, alternative financing and any financing sources and commitments with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives)thereto.

Financing. (a) Parent, Sub and Missouri Parent shall use their its reasonable best efforts to arrange take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the Parent Debt Financing and obtain the proceeds of the Debt Financing on the terms and conditions described in the Parent Preferred Equity Funding Commitment Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Fee Letter, including using reasonable best efforts to (i) maintain in effect and enforce the Parent Financing commitmentsCommitment Letter and Fee Letter in accordance with their terms, (ii) negotiate, execute and deliver 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), (iii) satisfy (or, if deemed advisable by Parent, obtain the waiver of) on a timely basis all conditions applicable to Parentin the Commitment Letter, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Fee Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of ParentDefinitive Agreements and comply with its obligations thereunder, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) draw a sufficient amount of the Debt Financing to enable Parent to consummate the Offer and the Merger, in the event that all closing conditions contained in Section 7.01 and Annex I shall be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that such conditions are capable of being satisfied as of such day assuming the Closing was to occur on such day). Parent Financing at shall provide the Company with prompt notice of any material breach or prior repudiation by any party to the Final Condition Satisfaction Date. If any portion Commitment Letter or Fee Letter of which the Parent Financing becomes unavailable on aware. In the terms and event that all conditions contemplated contained in the Commitment Letter and Fee Letter have been satisfied and Parent Preferred Equity Funding Letter or and Merger Sub are required to consummate the Parent Commitment LetterClosing pursuant to Section 2.02, Parent shall use its reasonable best efforts to arrange cause each Lender to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in fund its respective committed portion of the reasonable judgment of Parent) in an amount sufficient Debt Financing required to consummate the transactions contemplated by this Agreement as promptly as practicable following and to pay related fees and expenses on the occurrence of such eventClosing Date. Parent shall give not, without the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination prior written consent of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent FinancingCompany, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy (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 this 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 hereof, (x) adversely affects the ability of Parent Preferred Equity Funding to enforce its rights against other parties to the Commitment Letter, Fee Letter or the Parent Commitment Letter without first consulting with the Company orDefinitive Agreements as so amended, if such amendment would replaced, supplemented or would be reasonably expected otherwise modified, relative to materially and adversely affect or delay in any material respect the ability of ParentParent 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, Sub (y) reduces the aggregate amount of the Debt Financing, or Missouri (z) would otherwise reasonably be expected to consummate prevent or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement; provided, without first obtaining that for the Company’s prior written avoidance of doubt no consent from the Company shall be required for: (not to be unreasonably withheld A) any amendment, replacement, supplement or delayed) (b) Parent acknowledges and agrees that the consummation modification of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri is limited to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add adding lenders, lead arrangers, bookrunners, syndication agents or similar entities which had that have not executed the Arizona Commitment Letter as of the date hereof (including in replacement of a Lender), (B) implementation or exercise of any “flex” provisions provided in the Fee Letter as in effect as of the date hereof, or otherwise(C) any amendment, replacement, supplement or modification to the Commitment Letter or Definitive Agreements so long as the terms such action would not reasonably be expected prohibited by the foregoing clauses (w) through (z). Parent shall promptly deliver to adversely impact the ability Company copies of Arizona to consummate any such amendment, modification or replacement of the transactions contemplated hereby Commitment Letter or the likelihood Fee Letter. (b) If, notwithstanding the use of consummation of the transactions contemplated hereby), including using reasonable best efforts by Parent to (i) maintain in effect satisfy its obligations under this Section 6.13, the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby Fee Letter (or the likelihood of consummation of the transactions contemplated and (ivany Definitive Agreements relating thereto) consummate the Arizona Financing at expires or is terminated prior to the Final Condition Satisfaction Date. If Closing, in whole or in part, for any reason, including as a result of a breach or repudiation or if any portion of the Arizona Debt Financing otherwise becomes unavailable on unavailable, regardless of the terms and conditions contemplated in reason therefor (other than a breach by the Arizona Commitment Letter, Arizona shall Company of this Agreement which prevents or renders impracticable the consummation of the Debt Financing) Parent will (1) use its reasonable best efforts to arrange to obtain alternative debt financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona“Alternative Debt Financing”) (in an amount sufficient 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 promptly as practicable following of the occurrence of such event. Arizona shall give Closing Date) on terms not less favorable in the Company prompt notice of any material breach or alleged material breach by any party aggregate to Parent than those contained in the Arizona Commitment Letter of and the Fee Letter that the alternative financing would replace (taking into account any flex provisions) from the same or other sources and which Arizona becomes aware, or do not include any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts incremental conditionality to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of such alternative debt financing that are more onerous to Parent or the transactions contemplated by this Agreement is not conditioned upon Company (in the receipt by Arizona aggregate) than the conditions set forth in the Commitment Letter in effect as of the proceeds contemplated by date hereof and (2) promptly notify the Arizona Commitment Letter Company of such unavailability and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreementreason therefor. (ec) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement For purposes of the Debt Financing as may foregoing Section 6.13(a) and Section 6.13(b), (i) the term “Commitment Letter” shall be reasonably requested by each of the Buyer Parties deemed to include any commitment letter (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, similar agreement) with respect to factsany alternative debt financing arranged in compliance herewith (and any Commitment Letters remaining in effect at the time in question), circumstances or events that will exit after giving effect to (ii) the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary term “Fee Letter” shall be required deemed to pay include any fees fee letter (including commitment or other similar feesagreement) or incur with respect to any other liability alternative debt financing arranged in connection compliance with this Section 6.13, and (iii) the Debt Financing prior term “Lenders” shall be deemed to include any lenders providing the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries alternative debt financing arranged in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives)compliance herewith.

Financing. (a) Parent, Sub and Missouri Each party shall use their its reasonable best efforts to arrange and obtain debt financing as promptly as reasonably necessary for the proceeds thereof to be available on the Closing Date in the amounts set forth in the term sheets contained in Section 5.21 of the Parent Disclosure Schedule hereto on terms that are substantially consistent with or not substantially less favorable to the parties hereto, in each party’s good faith commercial judgment, than the terms set forth in the term sheets contained in Section 5.21 of the Parent Disclosure Schedule together with any other terms reasonably acceptable to the parties hereto (the “Term Sheet Financing”) or, if the Term Sheet Financing is not available or the parties hereto agree to pursue other debt financing, in such amounts and on the such other terms and conditions as are acceptable to all parties (in each party’s sole discretion) (any financing described in this sentence, “Acceptable Financing”). Notwithstanding anything to the Parent Preferred Equity Funding Letter and the Parent Commitment Letter contrary contained herein, nothing in this Agreement shall require any party to arrange or obtain debt financing that is not Acceptable Financing. (provided that Parent, Sub and Missouri may (xb) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as In furtherance of the date hereofforegoing covenant, or otherwise or (y) replace or amend if Acceptable Financing is available to the Parent Preferred Equity Funding Letter parties hereto, each party hereto hereby agrees to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using use its reasonable best efforts to (i) maintain in effect the Parent Financing commitmentsnegotiate and enter into definitive agreements with respect to such Acceptable Financing, and to offer customary fees, discounts and other incentives to potential financing sources, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent such Acceptable Financing set forth thereinin such definitive agreements, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri use reasonable best efforts to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Acceptable Financing at or prior to the Final Condition Satisfaction Date. If Closing. (c) With respect to any portion Acceptable Financing proposed to be entered into by any party hereto, each party shall, and shall cause each of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letterits Subsidiaries to, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined i) participate in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assist in the reasonable judgment preparation of Parent(A) any offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in an amount sufficient connection with such Acceptable Financing (and to consummate provide any financial and other information customarily included in any such document) and (B) materials for rating agency presentations, (iii) obtain customary accountants’ comfort letters including “negative assurance” comfort and consents of accountants for use of their reports in any materials relating to such Acceptable Financing, legal opinions, appraisals, surveys, title insurance and other customary documentation and items relating to such Acceptable Financing, (iv) execute and deliver, as of the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of Closing, any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parentpledge and security documents, Sub or Missouri becomes awareother definitive financing documents, or any termination of the Parent Preferred Equity Funding Letter other certificates or the Parent Commitment Letter. Parent shall keep the Company informed on a documents, as may be reasonably current basis in reasonable detail of the status of its efforts necessary to arrange the Parent facilitate such Acceptable Financing, and shall not (v) take all corporate actions, subject to the Closing, reasonably necessary or customary to permit any material amendment or modification the consummation of such Acceptable Financing and to permit the proceeds thereof to be made to, or any waiver of any material provision or remedy under, available on the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri Closing Date to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives).

Financing. (a) ParentParent shall take, Sub or cause to be taken, all actions, and Missouri do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to fund the aggregate Cash Consideration and the funds otherwise necessary to effect the consummation of the transactions contemplated by this Agreement on or prior to the date upon which the Merger is required to be consummated pursuant to the terms hereof. In furtherance and not in limitation of the foregoing, subject to the terms and conditions of this Agreement, Parent shall use their 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 Parent Debt Financing on the terms and conditions (including any “market flex” provisions) described in the Parent Preferred Equity Funding Debt Commitment Letter pursuant to the terms thereof, including using reasonable best efforts to (i) maintain in effect the Debt Commitment Letter; (ii) negotiate, execute and deliver definitive documentation for the Parent Debt Financing that reflects the terms contained in the Debt Commitment Letter (provided subject to any “market flex” provisions included in the fee letters or any fee letters relating to an Alternative Debt Financing) or such other terms that are more favorable to Parent; (iii) satisfy (or seek a waiver of) on a timely basis all of the conditions precedent set forth in the Debt Commitment Letter and any definitive document related to the Debt Financing, Sub in each case that are within the control of Parent and Missouri may comply with their obligations thereunder; and (iv) to seek to enforce its rights with respect to funding under the Debt Commitment Letter in the event of a breach thereof by the financing provider(s) thereunder. Without the consent of the Company, Parent shall not permit any amendment, supplement, replacement or modification to be made to, or any waiver of any provision under, the Debt Commitment Letter (other than pursuant to “flex” provisions contained in the Debt Commitment Letter) if such amendment, supplement, replacement, modification or waiver (A) subject to Parent’s right to obtain substitute financing set forth in this Section 7.13, reduces the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount) to an amount below the amount needed (in combination with all funds held by or otherwise available to Parent and Sub, including the cash on hand of the Company) to consummate the transactions contemplated by this Agreement, or (B) imposes new or additional conditions to the initial funding of the Debt Financing or otherwise expands, amends or modifies any of the conditions to the receipt of the initial Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Commitment Letter, in each case, in a manner that would reasonably be expected to (x) replace delay or prevent or make less likely the funding in full of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date, (y) adversely impact the ability of Parent and Sub to consummate the transactions contemplated hereby or (z) adversely impact 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, that Parent may amend the Parent Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms such action would not reasonably be expected to adversely impact delay or prevent or make less likely the Acceptance Time, Closing or Parent’s ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby Debt Financing (or the likelihood of consummation satisfaction of the transactions contemplated herebyconditions to the Debt Financing)). Parent shall promptly deliver to the Company true, including using complete and correct copies of any such amendment, supplement, modification or replacement (including, all such amendments, supplements, modifications or replacements that are permitted hereunder). (b) Parent shall, and shall cause its Subsidiaries to, use its reasonable best efforts (A) to, subject to (i) Parent’s right to obtain substitute financing set forth in this Section 7.13, maintain in full force and effect the Parent Financing commitmentsDebt Commitment Letter, (iiB) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto to the Debt Commitment Letter (the “Debt Financing Agreements”) on the terms and conditions contemplated by contained in the Parent Preferred Equity Funding Letter and the Parent Debt Commitment Letter (including any “market flex” provisions related thereto) or on other terms that would are on terms no less favorable, in all material respects to Parent and Sub than the terms and conditions (including any “market flex” provisions related thereto) contained in the Debt Commitment Letter, or, if available, obtain alternative financing on other terms that are acceptable to Parent, provided, that (i) Parent promptly provides notice to the Company of such other terms (in the case of the fee letters, with only the fee amounts, pricing, “market flex” provisions and other economic terms that do not adversely impact affect the enforceability, availability or conditionality of, or the aggregate amount of proceeds available under, the Debt Financing contained therein redacted) or such alternative financing, and (ii) such other terms or the terms of such alternative financing are (x) in respect of certainty of funding, equivalent in all material respects to (or more favorable to Parent, Sub and the Company than) the conditions set forth in the Debt Commitment Letter as in effect on the date hereof and (y) no less beneficial in any material respect to Parent in terms of its ability to enforce its rights against the other parties to the Debt Commitment Letter as in effect on the date hereof or the definitive agreements with respect thereto, (C) to satisfy on a timely basis (or obtain the waiver of), and in a manner that will not adversely impede the ability of Parent, Sub or Missouri the parties to consummate the transactions contemplated hereby Offer or the likelihood of consummation Merger, all conditions to receipt of the transactions contemplated and (iv) full amount of the Debt Financing at the Closing set forth therein that are within its control and, upon satisfaction of the conditions set forth in the Debt Commitment Letter, to consummate the Parent Debt Financing at or prior to the Final Condition Satisfaction Date. If any portion of Closing, (D) to comply with its obligations under the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Debt Commitment Letter, and (E) to consummate the Debt Financing at or prior to the Effective Time. Parent and Sub shall use its their reasonable best efforts to arrange enforce their rights with respect to obtain alternative financing from alternative sources on comparable funding under, and cause the Financing Sources, lenders and the other persons providing or more favorable terms committing to Parent (as determined in provide the reasonable judgment of Parent) in an amount sufficient Debt Financing to consummate comply with their obligations with respect to funding under the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Debt Commitment Letter of which Parent, Sub and definitive financing agreements and to fund on or Missouri becomes aware, or any termination of before the Parent Preferred Equity Funding Letter or Effective Time the Parent Commitment LetterDebt Financing. Parent shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Parent Debt Financing, including, as the Company’s request, promptly providing copies of all executed definitive agreements for the Debt Financing Agreements. (c) Without limiting the foregoing, Parent agrees to notify the Company promptly, after obtaining Knowledge thereof (and shall not permit in any material amendment event within two (2) Business Days after obtaining Knowledge thereof), if at any time prior to the Closing Date (i) the Debt Commitment Letter expires or modification to be made is terminated for any reason, (ii) Parent becomes aware of, or receives any written notice or other written communication from any Person with respect to, any actual or potential material breach, default, termination or repudiation by any party to the Debt Commitment Letter or any waiver Debt Financing Agreement or any provisions of any material provision or remedy under, the Parent Preferred Equity Funding Debt Commitment Letter or any Debt Financing Agreement, (iii) if for any reason Parent or Sub believes in good faith that it will not be able to obtain all or any portion of the Parent Commitment Letter without first consulting Debt Financing required (together with available cash on hand of the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining and the Company’s prior written consent (not ) for Parent and Sub to pay all of the cash amounts required to be unreasonably withheld or delayed) (b) Parent acknowledges provided by Parent, Sub and agrees that the Company for the consummation of the transactions contemplated by this Agreement is Agreement, (iv) a counterparty indicates in writing or orally that it will not conditioned upon the receipt by Parentprovide, Sub or Missouri it refuses to provide, all or any portion of the proceeds Debt Financing contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Debt Commitment Letter on the Final Condition Satisfaction Date terms set forth therein. Parent shall constitute a material breach promptly provide any information reasonably requested by Parentthe Company relating to any circumstances referred to in this Section 7.13(c); provided, Sub however, that in no event will Parent be under any obligation to disclose (x) any ordinary course negotiations with respect to the terms of the Financing and Missouri of (y) any information shared among Parent and its professional advisors in connection with matters contemplated by this Agreement. (cSection 7.13(c) Arizona that is subject to attorney-client or similar privilege if Parent shall use have used its reasonable best efforts to arrange disclose such information in a way that would not waive such privilege. Parent shall not, nor shall it permit any of its Subsidiaries to, without the Arizona prior written consent of the Company, take any action or enter into any transaction that could reasonably be expected to impair, delay or prevent consummation of all or any portion of the Debt Financing. Without limiting Parent’s other obligations under this Section 7.13(c), if the commitments with respect to all or any portion of the Debt Financing expire or are terminated or all or any portion of the Debt Financing otherwise becomes unavailable or it becomes reasonably likely that any portion of the Debt Financing may become unavailable to Parent on the terms and conditions described set forth in the Arizona Debt Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lendersLetter, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as and such portion of the date hereof, or otherwise, so long as the terms would not Debt Financing are reasonably be expected to adversely impact the ability of Arizona required to consummate the transactions contemplated hereby or the likelihood of consummation of the Merger and other transactions contemplated hereby), including using reasonable best efforts to then Parent shall (ix) maintain in effect promptly notify the Arizona commitmentsCompany of such event and the reasons therefor, (iiy) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain and obtain, at its sole expense, in replacement thereof alternative financing from the same or alternative financing sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate pay all amounts required to be paid by Parent and Sub in connection with the transactions contemplated by this Agreement Agreement, as promptly as practicable following the occurrence of such event. Arizona shall give event (the “Alternative Debt Financing”), and (z) obtain, and when obtained, promptly provide the Company prompt notice with a true, correct and complete copy of any material breach each alternative financing commitment in respect of such Alternative Debt Financing (“New Debt Commitment Letter”), together with all related fee letters and associated engagement letters (solely in the case of the fee letters, with only the fee amounts, pricing, “market flex” provisions and other economic terms that do not adversely affect the enforceability, availability or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes awareconditionality of, or any termination the aggregate amount of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy proceeds available under, the Arizona Debt Financing contained therein redacted). Parent’s obligations under the foregoing sentence in this Section 7.13(c) shall apply to any other Alternative Debt Financing. In the event any New Debt Commitment Letter without first consulting with is obtained, (i) any reference in this Agreement to the Company or“Debt Financing” shall include the debt financing contemplated by the Debt Commitment Letter as modified pursuant to clause (ii) below, if such amendment would (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 New Debt Commitment Letter to the extent then in effect. (d) Notwithstanding anything to the contrary contained herein, Parent’s obligations under this Agreement are not subject to a condition regarding Parent’s or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona its Affiliates’ obtaining funds to consummate the Offer, the Merger and the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The On the Closing Date, Parent shall provide all funds required to effect the repayment of all indebtedness under the Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation Credit Agreement in connection full in accordance with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere Company Credit Agreement, subject to compliance with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the RepresentativesSection 7.14(a)(x).

Financing. (a) Parent, Sub and Missouri Parent shall use their its reasonable best efforts to arrange obtain the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Letter, including (i) using its reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Commitment Letter provided to the Company pursuant to Section 4.16, (ii) fully paying any and all commitment fees or other fees required by the Parent Commitment LetterLetter when due pursuant to the provisions thereof, Parent shall use (iii) using its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms satisfy all conditions applicable to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parentand such definitive agreements, Sub or Missouri becomes aware, or any termination of (iv) using its reasonable best efforts to comply with its obligations under the Parent Preferred Equity Funding Commitment Letter or and (v) enforcing its rights under the Parent Commitment Letter. Parent shall keep the Company reasonably informed on a reasonably current basis and in reasonable detail (including providing the Company with copies of all definitive documents related to the Financing) with respect to all material developments concerning the Financing. Without limiting the generality of the status foregoing, Parent shall give the Company prompt notice (x) of any material breach or default by any party to any of the Commitment Letter or definitive agreements related to the Financing of which Parent becomes aware, (y) of the receipt of any written notice from any Financing Party with respect to any (1) actual or potential material breach, default, termination or repudiation by any party to any of the Commitment Letter or definitive agreements related to the Financing of any provisions of the Commitment Letter or definitive agreements related to the Financing or (2) dispute or disagreement between or among any parties to any of the Commitment Letter or definitive agreements related to the Financing with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing, and (z) if at any time management of Parent believes it will not be able to obtain all or any portion of the Financing on the terms and conditions, in the manner or from the sources contemplated by the Commitment Letter or definitive agreements related to the Financing. As soon as reasonably practicable, Parent shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (x), (y) or (z) of the immediately preceding sentence; provided, that they need not provide any information believed to be privileged or that is requested for purposes of litigation. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its efforts to arrange rights under, the Commitment Letter or definitive financing agreements, and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, provided that Parent Financing, and shall not permit any material such amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Commitment Letter or replace all or a portion of the Parent Commitment Letter without first consulting Financing with alternate financing arrangements that, in each case, would reduce the aggregate amount of the Financing (other than immaterial reductions), amend the conditions to the drawdown of the Financing in a manner adverse to the interests of the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect, or which would otherwise in any other respect the ability of Parentreasonably be expected to impair, Sub materially delay or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that prevent the consummation of the transactions contemplated by this Agreement is not conditioned upon without the receipt by Parent, Sub or Missouri prior written consent of the proceeds Company (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall promptly deliver to the Company copies of any such amendment, modification or replacement. References to “Financing” shall include the financing contemplated by under the Parent Preferred Equity Funding Letter and the Parent Commitment Letter as permitted by this Section 7.06 to be amended, modified, supplemented or replaced (including, for the avoidance of doubt, any alternate financing transactions permitted hereunder), and that any failure references to “Commitment Letter” shall include such documents as permitted by Parentthis Section 7.06 to be amended, Sub modified or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter replaced, in each case from and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parentafter such amendment, Sub and Missouri of this Agreementmodification or replacement. (cb) Arizona The Company shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to arrange the Arizona Financing on the terms cause each of its and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)their respective Representatives, including using reasonable best efforts legal, tax, regulatory and accounting representatives and advisors, to provide, all cooperation reasonably requested by Parent and/or the Financing Parties in connection with the Financing, including: (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable practicable, providing to Parent and the lenders and other financial institutions and investors that are or may become parties to the Financing (the “Financing Parties”) following the occurrence of such event. Arizona shall give Parent’s request, financial statements and other information related to the Company prompt notice or its Subsidiaries required by Regulation S-X and Regulation S-K under the 1933 Act, including (x) within the time periods the Company would be required to file with the SEC under the 1934 Act, audited consolidated financial statements for the most recently ended fiscal year and unaudited interim consolidated financial statements for each quarterly period ended thereafter, in each case, of any material breach or alleged material breach by any party the Company and its Subsidiaries and (y) information related to the Arizona Commitment Letter of which Arizona becomes aware, Company or any termination its Subsidiaries reasonably necessary for Parent to produce pro forma financial statements and pro forma adjustments for the period specified in (x) above and for the 12-month period ended on the last day of the Arizona Commitment Letter. Arizona most recently ended quarter (it being acknowledged that Parent shall keep be responsible for such pro forma financial statements, pro forma adjustments and information relating specifically to the Company informed Financing included in liquidity and capital resources disclosure and risk factors relating to the Financing) for registered offerings on a reasonably current basis in reasonable detail of Form S-3, as at the status of its efforts to arrange time during the Arizona Financing, and shall not permit any material amendment or modification to Company’s fiscal year when such offering will be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate finance the transactions contemplated by this Agreement, without first obtaining or, if applicable, of the Company’s prior written consent type and form that would be customarily included in an offering memorandum for private placements of debt securities under Rule 144A of the 1933 Act (not provided that in no circumstance shall the Company be required to provide subsidiary financial statements or any other information of the type required by Rule 3-10 (other than to the extent already prepared) or Rule 3-16 of Regulation S-X) (information required to be unreasonably withheld or delayeddelivered pursuant to this clause (i) being referred to as the “Required Information”) ; (dii) Arizona acknowledges participating in a reasonable number of meetings, presentations and agrees due diligence sessions; (iii) assisting in the preparation of documents and materials, including (A) any customary offering documents and bank information memoranda and (B) materials for rating agency presentations; (iv) providing authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders and containing a representation to the Financing Parties that the consummation public side versions of such documents, if any, do not include material non-public information about the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter Company or its Affiliates or securities; (v) executing and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to providedelivering, and shall cause causing its Subsidiaries to execute and deliver, or using its reasonable best efforts to obtain from its advisors, as applicable, customary certificates, comfort letters, surveys, title insurance or such other documents and instruments relating to the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties Parent; (provided vi) reasonably cooperating with Parent’s legal counsel in connection with any legal opinions that such requested cooperation does not unreasonably interfere legal counsel may be required to deliver in connection with the ongoing operations Financing; (vii) using its reasonable best efforts to assist in the preparation of definitive financing agreements as may be reasonably requested by Parent or required in connection with the Financing and taking all actions reasonably necessary for the Company and/or its Subsidiaries to become guarantors and pledgors thereunder at the Effective Time in accordance with the terms thereof, including with respect to the granting of and perfection of liens on assets and properties of the Company and its Subsidiaries at or following the Closing to the extent required under the definitive financing agreements, and does not require executing and delivering, or causing its Subsidiaries to execute and deliver, such definitive financing agreements as necessary (provided that no obligation of the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent Subsidiaries under any such certificate or opinion certifies or opinesagreements shall be effective until the Effective Time); (viii) using its reasonable best efforts to cooperate with the Financing Parties’ due diligence and investigation, as applicableincluding legal, business and tax due diligence, evaluation of cash management systems and assets for the purpose of establishing collateral arrangements, and customary field audits and appraisals, in a manner not unreasonably interfering with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness business of the Company pursuant to the Debt Financing)Company; provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar feesix) or incur any other liability assisting Parent and its Representatives in connection with the Debt Financing preparation of an initial borrowing base certificate as required under the Financing; and (x) providing all documentation and other information about the Company and each of its Subsidiaries at least five days prior to the Effective Time. Each of Closing Date as is reasonably requested in writing by Parent relating to applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the Buyer PartiesUSA PATRIOT Act. (c) Parent (i) shall promptly, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs (including reasonable attorneys’ and accountants’ fees) incurred by the Company Company, any of its Subsidiaries or the Subsidiaries their respective Representatives in connection with such cooperation. Each the cooperation of the Buyer Parties Company, its Subsidiaries and their respective Representatives contemplated by this Section 7.06 (other than in connection with the provision of information that the Company would have prepared in the ordinary course for inclusion in the Company SEC Documents or the Form S-4), (ii) acknowledges and agrees that the Company, its Subsidiaries and their respective Representatives shall not incur any liability to any Person prior to the Effective Time under the Financing and (iii) shall indemnify and hold harmless the Company, the its Subsidiaries and their respective representatives for Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties costs or expenses suffered or incurred by any of them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized used in connection therewith therewith, except (other than historical information relating A) with respect to the Company or the Subsidiaries and any information provided by the Company or any of its Subsidiaries in writing for inclusion in customary offering documents and (B) for any of the foregoing to the extent the same is the result of willful misconduct or bad faith of the Company, any such Subsidiary or their respective Representatives. (d) The Company shall use reasonable best efforts to negotiate a payoff letter from the agent under the Company Credit Facility, in customary form reasonably acceptable to Parent, with respect to any and all obligations of the Company and its Subsidiaries under the Company Credit Facility (the “Company Revolver Indebtedness”) which payoff letter shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to such Company Revolver Indebtedness as of the Representativesanticipated Closing Date (and daily accrual thereafter) (the “Payoff Amount”) and (ii) state that all liens and all guarantees in connection therewith relating to the assets of the Company or any Subsidiary of the Company shall be, upon the payment of the Payoff Amount on the Closing Date, released and terminated (the payoff letter described in this sentence being referred to as the “Payoff Letter”). The Company shall use its reasonable best efforts to deliver a copy of the Payoff Letter to Parent no less than two Business Days prior to the delivery thereof to such agent, and in any case no less than two Business Days prior to the Closing Date. The Company shall, and shall cause its Subsidiaries to, deliver all notices and take all other actions reasonably requested by Parent to facilitate the termination of commitments under the Company Credit Facility, effective as of the Effective Time, the repayment in full of all obligations then outstanding thereunder (using funds provided by Parent) and the release of all encumbrances and termination of all guarantees in connection therewith on the Closing Date, effective as of the Effective Time (such termination, repayment and release, the “Credit Facility Termination”); provided that in no event shall this Section 7.06(d) require the Company or any of its Subsidiaries to make any payment or incur any obligation or liability in connection with such Credit Agreement Termination or cause such Credit Agreement Termination unless the Closing shall have occurred and the Company shall have received funds to pay in full the Payoff Amount. In addition, to the extent Parent requests, the Company shall use its reasonable best efforts to obtain payoff letters in customary form for and with respect to any other indebtedness to be paid at Closing not covered by the foregoing.

Financing. (a) ParentEach of Parent and Merger Sub shall, Sub and Missouri shall cause their respective Subsidiaries to, use their reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereoftake, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter shall use reasonable best efforts to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereofcause to be taken, all actions and to do, or otherwisecause to be done, in each case so long as all things necessary to obtain the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), Debt Financing including (i) using reasonable best efforts to (iA) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis Debt Commitment Letter and in all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, material respects comply with all of their respective obligations thereunder and (iiiB) negotiate and negotiate, enter into and deliver the definitive agreements with respect thereto on the terms and conditions contemplated not less favorable in the aggregate, to Parent than those contained in the Debt Commitment Letter (including, as necessary, the “market flex” provisions contained in any related fee letter) by the Parent Preferred Equity Funding Letter Closing Date, and (ii) using reasonable best efforts to satisfy (or if determined advisable by Parent, obtain the Parent waiver of) on a timely basis all conditions to obtaining the Debt Financing within Parent’s (or its Subsidiary’s) control and to comply with all of its obligations pursuant to the Debt Commitment Letter Letters or on other terms that definitive agreements related thereto to the extent the failure to comply with such obligations would not adversely impact the ability timing of Parent, Sub the Closing or Missouri the availability at the Closing of sufficient aggregate proceeds of the Debt Financing to consummate the transactions contemplated hereby or by this Agreement. In the likelihood event that all conditions to funding the commitments contained in the Debt Commitment Letters have been satisfied, each of consummation of Parent and Merger Sub shall, and shall cause their respective Subsidiaries to, use reasonable best efforts to cause the Financing Sources to fund the Debt Financing required to consummate the transactions contemplated by this Agreement and (iv) consummate to pay related fees and expenses on the Parent Financing at or prior to the Final Condition Satisfaction Closing Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent shall use its reasonable best efforts to arrange enforce all of its rights under the Debt Commitment Letters. Parent and/or Merger Sub shall pay, or cause to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent be paid, as the same shall become due and payable, all fees and other amounts under the Debt Commitment Letters. (as determined in b) In the reasonable judgment event that any portion of Parent) in an amount sufficient the Debt Financing becomes unavailable and such portion is necessary to consummate the transactions contemplated by this Agreement (except in accordance with the express terms set forth in the Debt Commitment Letters, including as a result of the entry into definitive agreements for a “Qualifying Term Loan Facility” under the applicable Debt Commitment Letters with commitments subject to substantially the same conditions as those set forth in the applicable Debt Commitment Letters or unless concurrently replaced on a dollar-for-dollar basis by commitments subject to substantially the same conditions as those set forth in the applicable Debt Commitment Letters from other Financing Sources or from proceeds of other sources of financing or cash), Parent and Merger Sub shall (i) use their reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event. , alternative debt financing for any such portion from alternative debt sources on terms and conditions, taken as a whole, no less favorable to Parent shall give and Merger Sub than the Company prompt notice of any material breach or alleged material breach by any party to terms and conditions set forth in the Parent Preferred Equity Funding Letter or the Parent Debt Commitment Letter of which Parent, (taking into account any “market flex” provisions thereof) and in an amount that will still enable Parent and Merger Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this AgreementAgreement (“Alternative Financing”), and (ii) promptly notify the Company of such unavailability and the reason therefor. If obtained, Parent shall deliver to the Company true and complete copies of all commitment letters and other definitive agreements (including redacted copies of fee letters, removing only fee amounts, the rates and amounts included in the “market flex” provisions and certain other economic terms (none of which could adversely affect the amounts, availability, timing or conditionality of the Debt Financing)) pursuant to which any such alternative source shall have committed to provide Parent or the Surviving Corporation with Alternative Financing. (c) Parent and Merger Sub shall not, without first obtaining the Company’s prior written consent (not to be unreasonably withheld withheld, conditioned or delayed) , permit any amendment, modification to, or any waiver of any provision or remedy under, any Debt Commitment Letter or any definitive agreement related thereto unless the terms of such Debt Commitment Letter or definitive agreement related thereto, in each case as so amended, modified or waived, are substantially similar to those in such Debt Commitment Letter or definitive agreement related thereto, prior to giving effect to such amendment, modification or waiver (bother than economic terms, which shall be as good as or better for Parent and Merger Sub than those in such Debt Commitment Letter or definitive agreement relating thereto prior to giving effect to such amendment, modification or waiver); provided that in the case of amendments or modifications or waivers of any Debt Commitment Letter or any definitive agreement relating thereto, such amendment, modification or waiver would not reasonably be expected to (i) (A) add additional conditions precedent that would adversely affect the ability or likelihood of Parent acknowledges and agrees that the consummation of or Merger Sub timely consummating the transactions contemplated by this Agreement is not conditioned upon or otherwise adversely affect the receipt ability or likelihood of Parent or Merger Sub timely consummating the transactions contemplated by Parent, Sub this Agreement or Missouri (B) make the timely funding of the proceeds contemplated by Debt Financing or the satisfaction of the conditions to obtaining the Debt Financing materially less likely to occur, (ii) reduce the aggregate amount of the Debt Financing or (iii) materially and adversely affect the ability of Parent Preferred Equity Funding Letter to enforce its rights against other parties to the Debt Commitment Letters or the definitive agreements relating thereto, it being understood and agreed that in any event, Parent may amend any of the Parent Debt Commitment Letter and that Letters or any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter definitive agreement relating thereto to add lenders, lead arrangers, bookrunners, syndication agents agents, managers or similar entities which had that have not executed such Debt Commitment Letters as of such time and consent to the Arizona assignment of lending commitments under the Debt Commitment Letters to other lenders. (d) Parent shall provide the Company with prompt written notice of the receipt of any notice or other communication from any Financing Source with respect to such Financing Source’s failure or anticipated failure to fund its commitments under any Debt Commitment Letter as of the date hereof, or otherwise, so long as the terms definitive agreement in connection therewith in a manner that would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient render it unable to consummate the transactions contemplated by this Agreement as promptly as practicable following Agreement. Parent shall keep the occurrence Company reasonably informed on a reasonably current basis of such eventthe status of Parent’s and its Subsidiaries’ efforts to consummate the Debt Financing, including providing copies of any amendment, modification or replacement of the Debt Commitment Letter (provided that any fee letter may be redacted to remove fee amounts, the rates and amounts included in the “market flex” provisions and certain other economic terms (none of which could adversely affect the amounts, availability, timing or conditionality of the Debt Financing)). Arizona Parent shall give the Company prompt notice of any (i) material breach or alleged material breach default by any party to the Arizona Debt Commitment Letter Letters or the definitive agreements related thereto of which Arizona becomes awareParent obtains knowledge, (ii) actual or, to the knowledge of Parent, threatened in writing withdrawal, repudiation, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail any of the status Debt Commitment Letters or such definitive agreements, or (iii) material dispute or disagreement between or among any parties to any of its efforts the Debt Commitment Letters or such definitive agreements with respect to arrange the Arizona Financing, and shall not permit any material amendment obligations to fund the Debt Financing or modification the amount of the Debt Financing to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreementfunded at Closing. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation Notwithstanding anything contained in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion this Agreement to the extent contrary, Parent expressly acknowledges and agrees that Parent’s and Merger Sub’s obligations hereunder are not conditioned in any such certificate manner upon Parent or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of Merger Sub obtaining any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives)financing.

Financing. (a) Parent, Sub and Missouri Parent shall use their its reasonable best efforts to arrange obtain the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Letter, including (i) using its reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive financing agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Commitment Letter provided to the Company pursuant to Section 4.8, (ii) fully paying any and all commitment fees or other fees required by the Parent Commitment LetterLetter when due pursuant to the provisions thereof, Parent shall use (iii) using its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms satisfy all conditions applicable to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parentand such definitive financing agreements, Sub or Missouri becomes aware, or any termination of (iv) using its reasonable best efforts to comply with its obligations under the Parent Preferred Equity Funding Commitment Letter or and (v) enforcing its rights under the Parent Commitment Letter. Parent shall keep the Company reasonably informed on a reasonably current basis and in reasonable detail (including providing the Company with copies of all definitive documents related to the Financing in accordance with Section 4.8) with respect to all material developments concerning the Financing. Without limiting the generality of the status foregoing, Parent shall give the Company prompt notice (x) of any material breach or default by any party to any of the Commitment Letter or definitive financing agreements related to the Financing of which Parent becomes aware, (y) of the receipt of any written notice from any Financing Party with respect to any (1) actual or potential material breach, default, termination or repudiation by any party to any of the Commitment Letter or definitive financing agreements related to the Financing of any provisions of the Commitment Letter or definitive financing agreements related to the Financing or (2) dispute or disagreement between or among any parties to any of the Commitment Letter or definitive financing agreements related to the Financing with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing, and (z) if at any time management of Parent believes it will not be able to obtain all or any portion of the Financing on the terms and conditions, in the manner or from the sources contemplated by the Commitment Letter or definitive financing agreements related to the Financing. As soon as reasonably practicable, Parent shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (x), (y) or (z) of the immediately preceding sentence; provided, that Parent need not provide any information believed to be privileged, that is requested for purposes of litigation or that is related to fees and other economic information redacted from such agreements that is consistent with the information redacted from the Fee Letters executed in connection with the Commitment Letter and consistent with Section 4.8. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its efforts to arrange rights under, the Commitment Letter, Fee Letters or definitive financing agreements, and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, provided that Parent Financing, and shall not permit any material such amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Commitment Letter or replace all or a portion of the Parent Financing with alternate financing arrangements that, in each case, would reduce the aggregate amount of the Financing (other than immaterial reductions or as otherwise proved in such Commitment Letter without first consulting with or Fee Letters, including “flex provisions”), amend the Company orconditions to the drawdown of the Financing in a manner adverse to the interests of the Company, if such amendment or which would or would otherwise in any other respect reasonably be reasonably expected to materially and adversely affect impair, delay or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that prevent the consummation of the transactions contemplated by this Agreement is not conditioned upon without the receipt by Parent, Sub or Missouri prior written consent of the proceeds contemplated by Company (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall promptly deliver to the Company copies of any such amendment, modification or replacement, provided that Parent Preferred Equity Funding Letter and shall not be obligated to deliver to the Parent Company copies of any Fee Letters or other information redacted from such agreements that is consistent with the economic information redacted from the Fee Letters entered into in connection with the Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreementconsistent with Section 4.8. (cb) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace If all or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona Parent shall use its reasonable best efforts to arrange to promptly obtain alternative financing such Financing from alternative sources on comparable or more favorable terms to Arizona (as determined not materially less favorable, in the reasonable judgment of Arizonaaggregate, to Parent (including with respect to the conditionality thereof) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party sufficient, when added to the Arizona Commitment Letter of which Arizona becomes aware, or any termination portion of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis Financing that is available to pay in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification cash all amounts required to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated paid by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation Parent in connection with the arrangement Merger (“Alternative Financing”), and to obtain a new financing commitment letter (the “Alternative Commitment Letter”), fee letter and a new definitive agreement with respect thereto (the “Alternative Financing Agreement”) that provides for financing on terms not materially less favorable, in the aggregate, to Parent and in an amount that is sufficient, when added to the portion of the Debt Financing as may that is available, to pay in cash all amounts required to be reasonably requested paid by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby Parent and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability Surviving Corporation in connection with the Debt Financing prior Merger. (c) References in this Agreement to (i) “Financing” shall include the Effective Time. Each of financing contemplated under the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing Commitment Letter and any information utilized Alternative Commitment Letter as permitted by this Section 6.13 to be amended, modified, supplemented or replaced (including, for the avoidance of doubt, any alternate financing transactions permitted hereunder), (ii) “Commitment Letter” shall include such documents as permitted by this Section 6.13 (including any Alternative Commitment Letter) to be amended, modified or replaced, in connection therewith each case from and after such amendment, modification or replacement and (other than historical information relating ii) definitive financing agreements shall be deemed to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives)include any Alternative Financing Agreement.

Financing. (a) Parent, Sub Parent and Missouri the Purchaser shall use their reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereoftake, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter cause to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereofbe taken, all actions and to do, or otherwisecause to be done, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parentall things necessary, Sub proper or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts advisable to (i) maintain in effect the Parent Financing commitmentsand the Financing Commitments, (ii) satisfy on a timely basis all conditions applicable enter into definitive financing agreements with respect to Parentthe Financing and Financing Commitments, Sub and Missouri to obtaining so that such agreements are in effect as promptly as practicable but in any event no later than the Parent Financing set forth therein, Acceptance Date and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Acceptance Date. If any portion of Parent and the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent Purchaser shall use its reasonable best efforts provide to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice copies of any material breach or alleged material breach by any party all final documents relating to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent Financing and shall keep the Company fully informed on a reasonably current basis of material developments in reasonable detail respect of the status of its efforts financing process relating thereto. Prior to arrange the Closing, Parent Financing, and the Purchaser shall not permit agree to, or permit, any material amendment or modification to be made toof, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter Financing Commitments or other final documentation relating to the Parent Commitment Letter without first consulting with Financing in a manner that (x) would materially delay or prevent the Closing or (y) is otherwise adverse to the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreementrespect, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon Company. In the receipt by Parent, Sub or Missouri of period between the proceeds contemplated by the Parent Preferred Equity Funding Letter date hereof and the Closing Date, upon request of Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by ParentPurchaser, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provideshall, and shall cause its Subsidiaries to, reasonably cooperate with Parent and the Subsidiaries and its and their representatives to provide, all reasonable cooperation Purchaser in connection with the arrangement Financing, including, (A) preparation of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of all required financial statements relating to the Company and its Subsidiaries and does not require any required pro forma financial information, (B) reasonable participation in meetings and road shows, if any, (C) the Company or any provision of its Representatives to execute and deliver any certificate or opinion information relating to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby Financing reasonably requested by Parent and the incurrence Purchaser, (D) reasonable assistance in the preparation of any indebtedness offering memoranda, private placement memoranda, prospectuses and similar documents of Parent and the Company pursuant to Purchaser and (E) such actions as set forth on Schedule III hereto. Parent and the Debt Financing); providedPurchaser shall promptly, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable documented out-of-pocket costs expenses incurred by the Company or the Subsidiaries in connection with such cooperation. Each . (b) If, notwithstanding the use of reasonable best efforts by Parent and the Purchaser to satisfy its obligations under this Section 5.12(b), any of the Buyer Parties shall indemnify and hold harmless Financing or the Company, the Subsidiaries and their respective representatives for and against Financing Commitments (or any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered definitive financing agreement relating thereto) expire or incurred by them are terminated prior to the Effective Time Closing, in connection whole or in part, for any reason, Parent and the Purchaser shall (i) promptly notify the Company of such expiration or termination and the reasons therefor and (ii) promptly arrange for alternative financing (which shall be in an amount sufficient to pay for the consummation of the transactions contemplated by this Agreement from other sources and which do not include any conditions of such alternative financing that are more onerous than or in addition to the conditions set forth in the Financing) to replace the financing contemplated by such expired or terminated commitments or agreements. (c) Notwithstanding anything to the contrary contained in Section 5.12(b), at any time Parent or the Purchaser may replace the Financing with alternative financing arrangements which (i) provide Parent and the Purchaser with sufficient funds to consummate the transactions contemplated by this Agreement prior to or concurrent with the arrangement Acceptance Date and (ii) do not prevent or materially impair or delay the Closing (the “Financing Alternative”). In the event Parent or the Purchaser replaces the Financing with any Financing Alternative, the terms of the Debt Financing and any information utilized in connection therewith (other than historical information relating Section 5.12(b) shall no longer apply with respect to the Company or Financing, but shall thereafter apply with respect to the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives)Financing Alternative.

Financing. (a) Parent, Sub and Missouri Parent shall use their its reasonable best efforts to arrange the Parent Debt Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Debt Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Letter, including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated contained therein and (ivii) consummate to satisfy all conditions applicable to Parent and Merger Sub in such definitive agreements that are within its control. In the Parent Financing at or prior to the Final Condition Satisfaction Date. If event any portion of the Parent Debt Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Debt Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain alternative financing any such portion from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event). Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to of the Parent Preferred Equity Funding Letter or the Parent Debt Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Debt Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter Letters without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives Representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Subsidiaries), including (i) participation in meetings, drafting sessions and due diligence sessions, (ii) furnishing Parent and its Subsidiaries financing sources with financial and does not require other pertinent information regarding the Company as may be reasonably requested by Parent, (iii) assisting Parent and its financing sources in the preparation of (A) an offering document for any debt raised to complete the Merger and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of Parent and its financing sources for any debt raised by Parent to complete the Merger, (v) forming new direct or any of its Representatives to execute indirect Subsidiaries, and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, (vi) providing and executing documents as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing)may be reasonably requested by Parent; provided, provided that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) fee or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, the Subsidiaries and their respective representatives Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and Subsidiaries). (c) All non-public or otherwise confidential information provided regarding the Company obtained by Parent or its Representatives pursuant to Section 6.07(b) shall be kept confidential in accordance with the Confidentiality Agreement. (d) Within 60 days of there having occurred after the date of this Agreement (i) any general suspension of trading in, or limitation on prices for, securities on the NYSE for three or more consecutive business days, including but not limited to any changes in trading conditions resulting from actual or threatened terrorist attacks, responses by the CompanyUnited States or its allies thereto, or the effects thereof; (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or New York for three or more consecutive business days; (iii) the commencement or material escalation of a war, armed hostilities or other international or national crisis or security event directly or indirectly involving the United States or any of its territories after the date of this Agreement, including without limitation, any acts of terrorism, domestic or foreign or responses of the United States or its allies, or a national or international economic or financial crisis, the Subsidiaries result of which there has occurred any material disruption or material adverse change in the RepresentativesUnited State commercial credit, debt capital or commercial mortgage-backed securities markets for a period of three or more consecutive business days; or (iv) any limitation by any governmental, regulatory or administrative agency or authority which prohibits the extension of credit by banks or other lending institutions in the United States or New York in a manner that prevents Lender from providing the Debt Financing for a period of three or more consecutive business days, Parent shall deliver to the Company a certificate (the "Market MAC Notice") to that effect signed by an officer of Parent, describing in reasonable detail the nature of the Market MAC (any of the events specified in clauses (i) through (iv) described in such Market MAC Notice being hereinafter referred to as a "Market MAC"); provided, however, that in no event shall Parent be entitled to deliver more than one Market MAC Notice. At any time following its receipt of the Market MAC Notice, the Company may request (by delivery of a written notice to Parent to such effect (a "Company Waiver Request")) that Parent fully and irrevocably waive its right to invoke the condition set forth in Section 7.02(d) with respect to such Market MAC. In the event that Parent delivers to the Company a written notice that Parent waives its right to invoke the condition set forth in Section 7.02(d) with respect to such Market MAC (a "Parent Waiver Notice"), then such Market MAC shall cease to be a basis for Parent or Merger Sub not consummating the Merger, and the condition set forth in Section 7.02(d) shall no longer exist with respect to such or any other Market MAC. In the event that Parent fails to deliver a Parent Waiver Notice with respect to a Market MAC within the longer of (i) seven days after Parent's receipt of the corresponding Company Waiver Request and (ii) the number of days between the date on which Parent delivered to the Company the corresponding Market MAC Notice and the date on which the Company delivered to Parent the Company Waiver Request (the longer of such periods being hereinafter referred to as the "Requisite Response Period"), then the Company shall be entitled to terminate the Agreement pursuant to Section 8.01(j). Notwithstanding anything to the contrary in this Section 6.07(d), nothing shall release Parent from continuing to be obligated to use its reasonable best efforts to obtain (i) the Debt Financing or (ii) an alternative financing in accordance with Section 6.07(a) in the event Parent declines to timely waive its right to invoke the condition set forth in Section 7.02(d) with respect to a Market MAC.

Financing. (a) Parent, Sub and Missouri shall use their reasonable best efforts to arrange To the extent that the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided does not have cash currently available that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter is sufficient to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri enable it to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment LetterMerger, 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 arrange and procure and have available, as of the Closing, funds sufficient to obtain alternative pay all of the cash amounts required to be provided by Parent for the consummation of the transactions contemplated hereby, including the amounts payable in connection with the consummation of the Mergers, all related fees and expenses required to be paid as of the date of the consummation of the Mergers and the funds to be provided by (or on behalf of) Parent to the Company to enable the Company to fund the repayment or refinancing of the Notes (if elected by Parent) and the Company Credit Agreements. In furtherance of the foregoing, Parent shall use its reasonable best efforts to cause the Financing Sources to comply with their obligations under any applicable debt commitment letters, including the Debt Commitment Letter, or definitive financing from alternative sources on comparable agreements and to fund, subject to the satisfaction or more favorable terms to Parent (as determined waiver of the conditions set forth in the reasonable judgment of Parent) in an amount sufficient Debt Commitment Letter or other definitive financing agreements, on or before the Closing Date any financing required to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letterhereby. Parent shall keep the Company informed on a when so reasonably current basis requested by the Company and in reasonable detail of the status of its efforts to arrange any financing required in connection with the Parent consummation of the transactions contemplated hereby, including any Debt Financing, and shall not permit to satisfy the conditions thereof, including advising and updating the Company, in a reasonable level of detail, with respect to any material amendment or modification developments concerning the status of such financing, including any Debt Financing, and the proposed funding date thereunder. (b) Notwithstanding anything to be made tothe contrary contained herein, Parent’s obligations hereunder are not subject to any condition regarding Parent’s or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri its Affiliates’ obtaining funds to consummate the Mergers and the transactions contemplated by this Agreement, without first obtaining including the Company’s prior written consent (not to be unreasonably withheld payment of any fees and expenses and repayment or delayed) (b) Parent acknowledges and agrees that the consummation refinancing of the transactions contemplated by this Agreement is not conditioned upon the receipt Notes (if elected by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter ) and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this AgreementCompany Credit Agreements. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives).

Financing. (a) Parent, Parent and Merger Sub and Missouri shall use their its commercially reasonable best efforts to arrange obtain the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Financing Commitments, including using its commercially reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by contained in the Financing Commitments, (ii) to satisfy all conditions on a timely basis to obtaining the Financing applicable to Parent Preferred Equity Funding Letter and Merger Sub set forth in such definitive agreements that are within its control, (iii) to comply with its obligations under the Parent Debt Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate to enforce its rights under the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Debt Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice upon becoming aware of any material breach or alleged material breach by any party to of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, Financing Commitments or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment LetterFinancing Commitments. Parent shall keep the Company informed on a reasonably current reasonable basis and in reasonable detail of the status of its efforts to arrange the Parent Financing, Debt Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Debt Commitment Letter without first consulting with except as expressly permitted by Section 4.5. In the Company or, if such amendment would event that Parent becomes aware of any event or would be reasonably expected to materially and adversely affect or delay in any material respect the ability circumstance that makes procurement of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on unlikely to occur in the terms and conditions manner or from the sources contemplated in the Arizona Commitment LetterFinancing Commitments, Arizona Parent shall immediately notify the Company, and Parent and Merger Sub shall use its their respective commercially reasonable best efforts to arrange to obtain alternative financing any such portion from alternative sources on comparable terms and conditions, taken as a whole, no less favorable to Parent or more favorable terms to Arizona Merger Sub (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, Parent and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the RepresentativesMerger Sub).

Financing. (a) Parent, Sub and Missouri Parent shall use their its reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Commitment Letter and the Parent Debt Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Letter, including using reasonable best efforts to (i) maintain in effect the Parent Financing commitmentsEquity Commitment Letter and Debt Commitment Letter, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub Parent and Missouri Purchaser to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Datedates that Purchaser becomes obligated to accept for payment and pay for Shares pursuant to the Offer. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Commitment Letter or and the Parent Debt Commitment Letter, Parent shall use its commercially reasonable best efforts to arrange to obtain alternative financing on substantially similar terms from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Commitment Letter or the Parent Debt Commitment Letter of which Parent, Sub Parent or Missouri Purchaser becomes aware, or any termination or threatened termination of the Parent Preferred Equity Funding Commitment Letter or the Parent Debt Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Commitment Letter or the Parent Debt Commitment Letter without first consulting with the Company or, if such amendment would would, or would be reasonably expected to to, materially and adversely affect or delay in any material respect the ability of Parent, Sub Parent or Missouri Purchaser to consummate the transactions contemplated by this Agreement, Agreement without first obtaining the Company’s prior written consent (such consent not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives).

Financing. (a) Parent, Sub Parent and Missouri the Purchaser shall use their reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereoftake, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter cause to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereofbe taken, all actions and to do, or otherwisecause to be done, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parentall things necessary, Sub proper or Missouri advisable to consummate the transactions contemplated hereby Financing at or prior to the likelihood of consummation of the transactions contemplated hereby)Acceptance Time, including using reasonable best efforts to (i) maintain in effect the Parent Financing commitmentsand the Financing Commitments, (ii) enter into definitive financing agreements with respect to the Financing and Financing Commitments, so that such agreements are in effect as promptly as practicable but in any event no later than the Effective Time, (iii) satisfy on a timely basis all conditions applicable Financing Conditions, including by operating the businesses of Parent and the Purchaser in a manner that will cause the satisfaction of Financing Conditions relating to Parent, Sub and Missouri to obtaining the Parent Financing set forth thereinfinancial condition of such businesses, and (iiiiv) negotiate in the event that the Financing Conditions have been, or upon funding would be, satisfied, cause the financing providers to fund the full amount of the Financing. Parent and enter into definitive agreements with Purchaser shall provide to the Company copies of all final documents relating to the Financing and shall keep the Company reasonably informed of material developments in respect thereto on of the terms and conditions contemplated financing process relating thereto. If, notwithstanding the use of reasonable best efforts by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact Purchaser to satisfy its obligations under this Section 5.14, any of the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby Financing or the likelihood Financing Commitments (or any definitive financing agreement relating thereto) expire or are terminated prior to the Acceptance Time, in whole or in part, for any reason, or all or any portion of the Financing shall otherwise become unavailable so that Parent will not be able to comply with its obligations contained in this Agreement, Parent and the Purchaser shall (i) promptly notify the Company of such expiration, termination or other event and the reasons therefor, (ii) use their reasonable best efforts to promptly arrange for alternative financing (which shall be in an amount sufficient to pay for the consummation of the transactions contemplated by this Agreement) to replace the financing contemplated by such original commitments or agreements and (iviii) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent shall use its their reasonable best efforts to arrange promptly obtain a new financing commitment that provides for such alternate financing and promptly provide true and complete copies of all agreements relating to obtain such commitment. Upon obtaining any commitment for any such alternative financing, such financing from alternative sources on comparable or more favorable terms shall be deemed to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination be a part of the Parent Preferred Equity Funding Letter or “Financing” and the Parent Commitment Lettercommitment with respect thereto shall be deemed to be a part of the “Financing Commitments” for all purposes of this Agreement. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its their efforts to arrange obtain the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with provide the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability copies of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior final documents relating to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give provide the Company with prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter Financing Commitments of which Arizona Parent or the Purchaser becomes aware, aware or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this AgreementFinancing Commitments. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives).

Financing. (a) Parent, Sub and Missouri Parent shall use their its reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereoftake, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter cause to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereofbe taken, all actions and to do, or otherwisecause to be done, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parentall things necessary, Sub proper or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts advisable to (i) maintain in effect the Parent Financing commitments, (ii) Commitments and to satisfy on a timely basis all the conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, (ii) enter into definitive financing agreements with respect to the Financing as contemplated by the Financing Commitments (the “Financing Agreements”), so that the Financing Agreements are in effect as promptly as practicable but in any event no later than the Closing Date and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such eventClosing. Parent shall give provide to the Company prompt notice copies of any material breach or alleged material breach by any party all final documents relating to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent Financing and shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Datefinancing process relating thereto. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provideshall, and shall cause the Company’s Subsidiaries and its and their representatives to provideto, all reasonable provide such cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere Parent in connection with the ongoing Financing; provided that, the Company shall not be required to provide any such assistance which would interfere unreasonably with the business or operations of the Company and its the Company Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary further, that, Parent shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Partiespromptly, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket third party costs incurred by the Company or any of the Company Subsidiaries in connection with such cooperation. Each . (b) If, notwithstanding the use of reasonable best efforts by Parent to satisfy its obligations under Section 6.18(a), any of the Buyer Parties shall indemnify and hold harmless Financing Commitments or the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered Financing Agreements expire or incurred by them are terminated prior to the Effective Time Closing, in connection with the arrangement of the Debt Financing and whole or in part, for any information utilized in connection therewith reason, Parent shall (other than historical information relating to i) promptly notify the Company of such expiration or termination and the Subsidiaries reasons therefor and information provided (ii) use its reasonable best efforts promptly to arrange for alternative debt financing (upon terms and conditions substantially comparable to those contained in such expired or terminated commitments or agreements, except with respect to economic terms and conditions, which shall be no less favorable than those contained in such expired or terminated commitments or agreements) to replace the financing contemplated by such expired or terminated commitments or agreements in an amount sufficient to permit Parent to consummate the Company, the Subsidiaries or the Representatives)transactions contemplated by this Agreement.

Financing. (a) ParentThe Purchaser, Sub Merger LLC and Missouri Merger Co shall use their commercially reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Letters, including using commercially reasonable best efforts to (i) maintain in effect negotiate definitive agreements with respect thereto on the Parent Financing commitments, terms and conditions contained therein and (ii) satisfy on a timely basis all conditions applicable to Parentthe Purchaser, Sub Merger LLC or Merger Co in such definitive agreements that are within the control of the Purchaser, Merger LLC or Merger Co. The Purchaser, Merger LLC and Missouri Merger Co shall use commercially reasonable efforts to obtaining the Parent Financing set forth thereincomply with their obligations, and (iii) negotiate and enter into definitive agreements with respect thereto on enforce their rights, under the terms and conditions contemplated by Commitment Letters. In the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms event that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or Commitment Letters, the Parent Commitment LetterPurchaser, Parent Merger LLC and Merger Co shall use its commercially reasonable best efforts to arrange to obtain alternative financing any such portion from alternative sources on comparable or more favorable substantially the same terms to Parent and conditions (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event“Alternative Financing”). Parent The Purchaser shall give the Company Parent prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, Letters or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment LetterLetters. Parent The Purchaser shall keep the Company Parent informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Parent Financing, will endeavor to include Parent in all material meetings with the parties to the Debt Commitment Letter if practicable and commercially reasonable and shall not permit permit, without the prior written consent of Parent, any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed)Letters. (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its Companies and their respective representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties Purchaser (provided that such requested cooperation does not (i) unreasonably interfere with the ongoing operations of Parent and any of the Company and its Subsidiaries Companies, (ii) cause any representation or warranty in this Agreement to be breached (without regard to any “materiality” or “Material Adverse Effect” qualification therein), (iii) cause any condition to Closing set forth in Article VIII to fail to be satisfied or otherwise cause any breach of this Agreement or any Material Contract or (iv) involve any binding commitment by Parent or any of the Companies, which commitment is not conditioned on the Closing and does not require the Company terminate without liability to Parent or any of the Companies upon the termination of this Agreement), including (A) participation in meetings, drafting sessions and due diligence sessions, (B) upon request, furnishing the Purchaser and its Representatives financing sources who are subject to customary confidentiality agreements with financial statements and other pertinent information regarding the Companies as may be reasonably requested by the Purchaser, (C) assisting the Purchaser and its financing sources in the preparation of (x) an offering document for the Financing and (y) materials for rating agency presentations and making management available for meetings with such rating agencies and financing sources, (D) executing and delivering, and causing such Companies to execute and deliver deliver, customary certificates, opinions or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Financing as may be reasonably required by the Purchaser in connection with Financing, (E) granting the Purchaser, its accountants, its lenders and their respective representatives who are subject to customary confidentiality agreements reasonable access to the books and records of the Companies and to any certificate employees or opinion other representatives of the Companies knowledgeable about such books and records, in each case, to the extent reasonably requested by the Purchaser, (F) furnishing necessary financial information for interim periods subsequent to the date of the Six-Month Unaudited Financial Statements and prior to the Closing in connection with such financings, (G) providing reasonable and customary management and legal representations to the Companies’ accountants, and (H) otherwise reasonably cooperating with the marketing efforts of the Purchaser and its financing sources for any of the Financing. Notwithstanding the foregoing, no obligation of Parent or any of the Companies under any such certificate certificate, document, opinion or opinion certifies instrument required to be delivered pursuant to this Section 5.15(b) shall be effective until the LLC Merger Effective Time and none of Parent or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary Companies shall be required to pay any fees (including commitment or other similar fees) or incur any other liability fee in connection with the Debt Financing prior to the LLC Merger Effective Time. Each of , unless the Buyer Parties, as applicable, shall, Purchaser agrees promptly upon request by to reimburse such fees if the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives)Closing does not occur.

Financing. (a) ParentParent shall not agree to or permit any amendment, Sub and Missouri shall use their reasonable best efforts supplement or other modification of, or waive any of its rights under, any Financing Commitments or the definitive agreements relating to arrange the Parent Financing, if such amendment, supplement, modification or waiver reduces the aggregate amount of Financing on or would reasonably be likely to delay or prevent the terms and conditions described in Closing or make any portion of the Parent Preferred Equity Funding Letter and the Parent Commitment Letter financing less likely to occur (provided that Parent, Sub and Missouri Parent may (x) replace or amend the Parent Commitment Letter Debt Financing Commitments solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which who had not executed the Parent Commitment Letter Debt Financing Commitments as of the date hereof; Parent shall promptly provide notice to the Company of such replacement or amendment) and Parent shall use its reasonable best efforts to take, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter cause to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereofbe taken, all actions and to do, or otherwisecause to be done, in each case so long as all things necessary, proper or advisable to obtain the Financing on the terms would not reasonably be expected to adversely impact and conditions described in the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Financing Commitments, including using its reasonable best efforts to (i) maintain negotiate and enter into the definitive agreements with respect thereto on the terms and conditions contained in effect the Parent Financing commitmentsCommitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, therein and (iii) negotiate and enter into definitive agreements with respect thereto on subject to the terms and conditions contemplated by the Parent Preferred Equity Funding Letter Financing Commitments, consummate the Financing contemplated by the Financing Commitments at the Closing, including using its reasonable best efforts to cause the lenders and any other Persons providing such Financing to fund the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri Financing required to consummate the transactions contemplated hereby or Merger at the likelihood of consummation of Closing (including by enforcing its rights under the transactions contemplated and (iv) consummate Financing Commitments). In the Parent Financing at or prior to the Final Condition Satisfaction Date. If event that any portion of the Parent Debt Financing becomes unavailable on the terms and conditions contemplated set forth in the Parent Preferred Equity Funding Letter Debt Financing Commitments, other than due to the breach of representations and warranties or covenants of the Parent Commitment LetterCompany or a failure of a condition to be satisfied by the Company, Parent shall promptly notify the Company and shall use its reasonable best efforts to arrange to obtain alternative financing any such portion from alternative sources sources, on comparable or more favorable terms not less favorable, taken as a whole, to Parent, that will still enable Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement Agreement, as promptly as practicable following the occurrence of such event. Parent shall give deliver to the Company prompt notice true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Parent with any portion of the Debt Financing. Parent shall refrain from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of any material breach of the conditions contained in the Financing Commitments or alleged material breach by in any party definitive agreement related to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment LetterFinancing. Parent shall keep the Company informed on a reasonably current timely basis in reasonable detail of the status of its efforts to arrange obtain the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). (b) Parent acknowledges Prior to the Closing, the Company shall provide, shall cause the Company Subsidiaries to provide, and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange cause any Representative retained by the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace Company or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as any of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees Subsidiaries to provide, and shall cause the Subsidiaries and its and their representatives to provide, all such reasonable cooperation in connection with the arrangement of the Debt Financing (which for purposes of this Section 6.12(b), shall include any alternative financing) as may be reasonably requested by each Parent, including (i) participation in meetings, presentations, drafting sessions and due diligence with prospective lenders, investors and rating agencies in connection with the Financing, (ii) furnishing Parent and its Financing Sources as promptly as practicable with financial, business and other pertinent information regarding the Company and the Company Subsidiaries as may be reasonably requested by Parent to consummate the Debt Financing, including, all financial, business and other pertinent information related to the Company and/or the Company Subsidiaries reasonably required by Parent for Parent to produce the financial statements and other offering document information to consummate the Debt Financing, including all financial statements, pro forma financial statements, financial and other data of the Buyer Parties type required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in an offering memorandum under Rule 144A of the Securities Act (information required to be delivered pursuant to this clause (ii) being referred to as the “Required Information”), (iii) assisting Parent and its Financing Sources in the preparation of (A) an offering memorandum, bank information memoranda, private placement memoranda and similar documents, including “roadshow” or investor meeting slides required for any portion of the Debt Financing (including requesting any consents of accountants for use of their reports in any materials relating to the Financing and the delivery of one or more customary representation letters) and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of Parent and its Financing Sources for any portion of the Debt Financing, (v) reasonably cooperating with the pledging of collateral in connection with the Debt Financing, including facilitating the preparation of any customary pledge and security documents, currency or interest hedging arrangements or other definitive financing documents or other certificates, legal opinions, surveys and title insurance (including non-imputation title policy endorsements and affidavits reasonably required by the title company) and documents as may be reasonably requested by Parent (provided that the obligations contained in any related documents shall be effective no earlier than as of the Closing), (vi) providing to the Financing Sources a certificate of the chief financial officer of the Company and the Company Subsidiaries with respect to solvency matters as of the Closing on a pro forma basis, (vii) providing to the Financing Sources of the Debt Financing all documentation and other information required by regulatory authorities with respect to the Company under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, (viii) using reasonable best efforts to obtain accountants’ comfort letters, legal opinions, surveys and title insurance as reasonably requested by Parent and (ix) facilitating the execution and delivery (at the Closing) of definitive documents related to the Financing on the terms contemplated by the Debt Financing Commitments; provided, that such definitive documents shall be executed by officers of the Surviving Corporation as of the Effective Time; provided, further, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing Subsidiaries prior to the Effective Time. Each of Except as set forth in this Section 6.12, Parent and Merger Subsidiary shall be responsible for all fees and expenses related to the Buyer PartiesDebt Financing contemplated hereby. Accordingly, as applicablenotwithstanding anything to the contrary in Section 6.07, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or any of the Company Subsidiaries in connection with such cooperation. Each of the Buyer Parties Parent shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective representatives for Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties losses or damages suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical any information relating to provided by or on behalf of the Company or the Company Subsidiaries and information provided by but which shall be subject to Section 6.10). The Company hereby consents to the reasonable use of the Company’s and Company Subsidiaries’ logos in connection with the Financing, provided that such logos are used in a manner that is not intended to harm or disparage the Company or the Company Subsidiaries or their marks and on such other customary terms and conditions as the Company shall reasonably impose. (c) Not less than two Business Days prior to the Closing Date, the Company shall deliver to Parent payoff letters from third-party lenders in form and substance reasonably satisfactory to Parent, with respect to all Indebtedness of the Company and the Company Subsidiaries identified on Section 6.12(c) of the Company Disclosure Schedule. Such payoff letters shall correctly specify the amount, including any applicable premiums or fees and expenses, necessary to repay such Indebtedness and completely discharge the Representativesobligations of the Company and the Company Subsidiaries with respect thereto, and each shall acknowledge that, subject to the repayment of the aggregate principal amount outstanding under the relevant debt instrument, credit facility or other instrument, together with all interest accrued thereon and any other fees or expenses payable thereunder, (i) such debt instrument, credit facility or other instrument has been terminated, (ii) any and all Liens held by any Person under the relevant debt instrument, credit facility or debt instrument have been released and (iii) the Company and the Company Subsidiaries have been released from any and all liabilities and obligations under such debt instruments, credit facility or other instrument and any related guaranties (other than any obligation under any indemnification or similar provision that by its terms survives such termination).

Financing. (a) ParentEach of Parent and Merger Sub shall take, Sub or shall cause to be taken, all actions and Missouri shall use their reasonable best efforts do, or cause to be done, all things necessary to arrange the Parent Debt Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Debt Commitment Letter (provided that ParentLetters, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to including: (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into the definitive agreements with respect thereto on the terms and conditions contemplated by contained in the Parent Preferred Equity Funding Letter and Debt Commitment Letters (including, as necessary, the Parent Commitment Letter “flex” provisions contained in any related fee letter) (or on other terms that and conditions agreed by Parent, the Company and the Financing Sources) by the Closing Date, and (ii) to satisfy or cause to be satisfied (or, if determined advisable by Parent, obtain the waiver of) on a timely basis all conditions to obtaining the Debt Financing within Parent’s control and to comply or cause to be complied with all of its obligations pursuant to the Debt Commitment Letters and the definitive agreements related thereto to the extent the failure to comply with such obligations would not adversely impact the ability timing of Parent, Sub the Closing or Missouri the availability at Closing of sufficient aggregate proceeds of the Debt Financing to consummate the transactions contemplated hereby or by this Agreement. In the likelihood of consummation of event that all conditions to funding the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated commitments contained in the Debt Commitment Letters have been satisfied, each of Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent and Merger Sub shall use its reasonable best efforts to arrange cause the Financing Sources to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in fund the reasonable judgment of Parent) in an amount sufficient Debt Financing required to consummate the transactions contemplated by this Agreement as promptly as practicable following and to pay related fees and expenses on the occurrence Closing Date (including by taking enforcement action to cause the Financing Sources to provide the Debt Financing). Each of such eventParent and Merger Sub shall use its reasonable best efforts to enforce all of its rights under the Debt Commitment Letters. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter Debt Commitment Letters or the Parent Commitment Letter definitive agreements related thereto of which Parent, Sub or Missouri becomes aware, Parent has become aware or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail any of the status of its efforts Debt Commitment Letters or such definitive agreements, to arrange the Parent Financing, and shall not permit any material amendment extent such breach or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not termination could reasonably be expected to adversely impact prevent or materially delay the ability of Arizona to consummate the transactions contemplated hereby Closing or the likelihood of consummation otherwise result in sufficient proceeds of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Debt Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement not being available at the Closing. In the event that any portion of the Debt Financing becomes unavailable and such portion is necessary to consummate the transactions contemplated by this Agreement (except in accordance with the express terms set forth in the Debt Commitment Letters or unless concurrently replaced on a dollar-for-dollar basis by commitments subject to substantially the same conditions as those set forth in the Debt Commitment Letter from other financing sources or from proceeds of other sources of financing or cash), Parent and Merger Sub shall (1) use their reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event. Arizona shall give , alternative debt financing for any such portion from alternative debt sources (“Alternative Financing”) in an amount that will enable Parent and Merger Sub to consummate the transactions contemplated by this Agreement and that does not contain additional (or changes to the) conditions set forth in the Debt Commitment Letter delivered to the Company prompt notice of any material breach on or alleged material breach by any party prior to the Arizona Commitment Letter date of this Agreement that, in each case, could reasonably be expected to adversely affect the ability of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement and (2) promptly notify the Company of such unavailability and the reason therefor. If obtained, Parent shall deliver to the Company true and complete copies of all agreements (including redacted copies of engagement and fee letters, removing only fee amounts, market “flex” provisions and certain other terms (none of which Arizona becomes awareconcern or would adversely affect the amounts, availability, timing or conditionality of the Debt Financing)) pursuant to which any such alternative source shall have committed to provide Parent or the Surviving Corporation with Alternative Financing. Parent and Merger Sub shall not, without the Company’s prior written consent, permit any amendment or modification to, or any termination waiver of any provision or remedy under, any Debt Commitment Letter or any definitive agreements related thereto unless the terms of such Debt Commitment Letter or definitive agreements related thereto, in each case as so amended, modified or waived, are substantially similar to those in such Debt Commitment Letter or definitive agreement related thereto, prior to giving effect to such amendment, modification or waiver (other than economic terms, which shall be as good as or better for Parent and Merger Sub than those in the Debt Commitment Letter or definitive agreement relating thereto prior to giving effect to such amendment, modification or waiver); provided that, in the case of amendments or modifications of any Debt Commitment Letter or a definitive agreement relating thereto, the foregoing shall only apply if such amendment or modification (x) could reasonably be expected to (I) adversely affect the ability or likelihood of Parent or Merger Sub timely consummating the transactions contemplated by this Agreement or (II) make the timely funding of the Arizona Debt Financing or the satisfaction of the conditions to obtaining the Debt Financing less likely to occur, (y) reduces the aggregate amount of the Debt Financing or (z) materially and adversely affects the ability of Parent or Merger Sub to enforce their rights against other parties to the Debt Commitment LetterLetters, it being understood and agreed that in any event, Parent may amend the Debt Commitment Letters or the definitive agreements relating thereto to (x) add lenders, arrangers, bookrunners, agents, managers or similar entities that have not executed the Debt Commitment Letters as of the date of this Agreement and consent to the assignment after the date of this Agreement of lending commitments under the Debt Commitment Letters to other lenders, or (y) increase the aggregate amount of the Debt Financing. Arizona Parent shall provide the Company with prompt written notice of the receipt of any notice or other communication from any Financing Source with respect to such Financing Source’s failure or anticipated failure to fund its commitments under any Debt Commitment Letters or definitive agreement in connection therewith. Parent shall keep the Company reasonably informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed)Debt Financing. (db) Arizona Notwithstanding anything contained in this Agreement to the contrary, Parent expressly acknowledges and agrees that the consummation Parent’s and Merger Sub’s obligations hereunder are not conditioned in any manner upon Parent or Merger Sub obtaining any financing. The failure, for any reason, other than as a result of the transactions contemplated by any material breach of this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse of Parent and Merger Sub to have sufficient cash available on the Company for all reasonable out-of-pocket costs incurred date that the Closing is required to occur pursuant to Section 2.01 hereof, and/or the failure to pay the aggregate Cash Consideration on the date that the Closing is required to occur pursuant to Section 2.01 hereof, shall constitute a Willful Breach of this Agreement by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify Parent and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives)Merger Sub.

Financing. (a) ParentParent shall, Sub and Missouri shall cause its Subsidiaries to, and shall use their reasonable best efforts to cause its and their respective Representatives (other than Parent’s financial advisor) to, subject to the terms of this Agreement (including Parent’s right to obtain Permitted Alternative Debt Financing), use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to arrange and obtain the Parent Debt Financing as soon as reasonably practicable and, in any event, not later than the date the Closing is required to be effected in accordance with Section 1.3, where applicable, on the terms and conditions described (as such terms may be modified or adjusted in accordance with the Parent Preferred Equity Funding Letter terms, and within the Parent Commitment Letter (provided that Parentlimits, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y“flex” provisions contained in any Fee Letter) replace or amend contemplated by the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Debt Commitment Letter, including using reasonable best efforts to to: (i) maintain negotiate, enter into and deliver definitive agreements with respect to the Debt Financing, where applicable, on the terms and conditions (as such terms may be modified or adjusted in effect accordance with the Parent terms, and within the limits, of the “flex” provisions contained in any Fee Letter) contemplated by the Debt Commitment Letter (the “Definitive Debt Financing commitments, Agreements”); (ii) satisfy on a timely basis all terms, conditions and covenants applicable to ParentParent and Merger Sub, Sub including with respect to the payment of any commitment, engagement or placement fees, in the Debt Commitment Letter and Missouri the Definitive Debt Financing Agreements to obtaining the Parent Financing set forth therein, and extent the failure to do so would result in a failure of a condition precedent to the availability of the Debt Financing; (iii) negotiate and enter into definitive agreements seek to enforce its rights with respect thereto on to funding under the terms and conditions contemplated by the Parent Preferred Equity Funding Debt Commitment Letter and the Parent Commitment Letter or on other terms that would not adversely impact Definitive Debt Financing Agreements in the ability event of Parent, Sub or Missouri to consummate a breach thereof by the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated Financing Sources party thereto; and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitmentsDebt Commitment Letter or, (ii) satisfy on a timely basis all conditions applicable if applicable, the Definitive Debt Financing Agreements until the earliest to Arizona occur of the Closing, the funding of the Debt Financing thereunder or the valid termination of this Agreement. Notwithstanding anything to obtaining the Arizona Financing set forth thereincontrary contained in this Agreement, Parent shall have the right, at any time and (iii) negotiate and enter into definitive agreements with respect thereto on from time to time, to amend, restate, supplement or otherwise modify, or waive any of its rights under, the terms and conditions contemplated by the Arizona Debt Commitment Letter or on any Definitive Debt Financing Agreement and/or substitute other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby debt financing for all or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Committed Debt Financing becomes unavailable on from the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain same and/or alternative financing from alternative sources on comparable (a “Permitted Alternative Debt Financing”); provided, however, that Parent shall not amend, restate, supplement or more favorable terms to Arizona (as determined in otherwise modify, or waive any provision of, the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Debt Commitment Letter of which Arizona becomes aware(including by entry into any Definitive Debt Financing Agreements), any Fee Letter or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona FinancingDefinitive Debt Financing Agreement, and shall not permit substitute any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement portion of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Permitted Alternative Debt Financing); provided, that none in each case, without the prior written consent of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with if such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Companyamendment, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives).restatement,

Financing. (a) ParentSubject to the terms and conditions of this Agreement, each of Parent and Merger Sub and Missouri shall use their its reasonable 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 arrange and obtain the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Financing Commitments, including using reasonable best efforts to by (i) maintain maintaining in effect the Parent Financing commitmentsCommitments, (ii) satisfy satisfying on a timely basis all conditions applicable to ParentParent and Merger Sub in the Financing Commitments that are within their control, Sub including without limitation paying when due all commitment fees and Missouri to obtaining other fees arising under the Parent Financing set forth thereinCommitments as and when they become due and payable thereunder, and (iii) negotiate consummating the financing contemplated by the Financing Commitments at or prior to the Closing and enter into definitive agreements (iv) enforcing its rights under the Financing Commitments. (b) The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done (in each case, subject to applicable Law), all things necessary to ensure that, at the Closing, the aggregate amount of Available Company Cash shall equal or exceed the Required Available Cash Amount (the “Available Company Cash Financing”). The Parties shall use their reasonable best efforts to cooperate with each other with respect thereto to the Available Company Cash Financing and shall keep each other reasonably informed on a reasonably current basis of the status of the Available Company Cash Financing. (c) If any portion of the Financing or the Available Company Cash Financing becomes, or is reasonably expected to be, unavailable on the terms and conditions contemplated by the Financing Commitments and by this Agreement, Parent Preferred Equity Funding Letter and Merger Sub shall promptly notify the Company (in the case of the Available Company Cash Financing, the Company shall so notify Parent) and Parent and Merger Sub shall use their reasonable best efforts to arrange and obtain alternative financing from alternative sources, in an aggregate amount sufficient, when added to any funds that are available under the Available Company Cash Financing and the Parent Commitment Letter or on other terms that would not adversely impact the ability of ParentFinancing Commitments, Sub or Missouri to consummate the transactions contemplated hereby or hereby, and to enter into definitive agreements with respect thereto (the likelihood “Alternative Financing Documents”), with terms and conditions (including with respect to conditionality) that are no less favorable, in the aggregate, from the standpoint of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If in any portion of the Parent Financing becomes unavailable on material respect than the terms and conditions contemplated (including with respect to conditionality) set forth in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated Financing Commitments and by this Agreement as promptly as practicable following the occurrence of such eventevent (the “Alternative Financing”). If Parent shall give becomes aware of the Company prompt notice existence of any material breach fact or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment event that would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact cause the ability of Arizona Debt Financing to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto become unavailable on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Debt Commitment Letter, Arizona Parent and Merger Sub shall use their reasonable best efforts to either cure or eliminate such fact or event, or to arrange and obtain the Alternative Financing. Parent shall promptly provide a true, correct and complete copy of each alternative financing agreement (together with a redacted copy of any related fee letter) to the Company. (d) Neither Parent nor Merger Sub shall amend, alter or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Financing Commitments without the prior written consent of the Company (or, if in existence, the Special Committee) if such amendment, modification or waiver (i) reduces (or could have the effect of reducing) the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount unless the Financing is increased by a corresponding amount or additional Financing is otherwise made available to fund such fees or original issue discount), or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Financing, or otherwise expands, amends or modifies any other provisions of the Financing Commitments, in each case, that would reasonably be expected to have a Parent Material Adverse Effect. Parent shall promptly notify the Company of (A) the expiration or termination (or attempted or purported termination, whether or not valid) of any Financing Commitment, (B) any breach of any material provisions of any of the Financing Commitments by any party thereto of which Parent becomes aware; or (C) any refusal by the parties to the Financing Commitments to provide or any stated intent by the parties to the Financing Commitments to refuse to provide the Financing contemplated by the Financing Commitments. (e) Prior to the Closing, the Company shall, and shall cause each of its Subsidiaries and use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives respective Representatives to provide, all reasonable provide to Parent and Merger Sub (at Parent’s sole cost and expense) any cooperation reasonably requested by Parent and Merger Sub in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties and any Alternative Financing (provided provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries Subsidiaries), which cooperation shall include at the request of the Debt Financing and/or Alternative Financing sources, using reasonable best efforts to (i) deliver officer’s and does not require other certificates as reasonably required by the Company or any Financing sources and as are, in the good faith determination of its Representatives to the Persons executing such certificates, accurate, (ii) execute and deliver any certificate pledge and security documents, commitment letters, underwriting or opinion to placement agreements or other definitive financing documents, or other ancillary documentation as may be requested by Parent or its Representatives or otherwise facilitate the extent any such certificate or opinion certifies or opinespledging of collateral, as applicable, the delivery of pay-off letters and other cooperation in connection with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness pay-off of the Company pursuant to the Debt Financing); Company’s or its Subsidiaries’ existing indebtedness and release of all related Liens, provided, however, that none no obligation of the Company or its Subsidiaries under any Subsidiary such agreement, pledge, guarantee, grant or other documentation contemplated by this clause (ii) shall be effective until at the Effective Time, (iii) take all actions reasonably necessary to (A) permit advisors, consultants and accountants of Parent or its Debt Financing and/or Alternative Financing sources to evaluate the Company’s assets, liabilities, cash management and accounting systems, policies and procedures relating thereto for purposes of establishing collateral eligibility and values and (B) establish bank and other accounts, blocked account agreements and lock box arrangements in connection with the foregoing, (iv) furnish Parent, Merger Sub and their respective Representatives promptly with all documentation and other information required with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, (v) provide Parent and the Debt Financing and/or Alternative Financing sources as promptly as practicable with financial and other pertinent information with respect to the Company and its Subsidiaries as reasonably required by Parent or the Financing sources and is customary in connection with the Financing, (vi) make the Company’s executive officers and other senior employees reasonably available to assist the Financing sources, (vii) obtain accountants’ comfort letters, legal opinions, surveys, appraisals, environmental reports and title insurance as may be reasonably requested by Parent, and (viii) take all reasonable corporate actions, subject to the occurrence of the Closing, to permit consummation of the Debt Financing and/or Alternative Financing. Neither the Company nor any of its Subsidiaries shall be required to pay any fees (including commitment fee or other similar fees) fee or incur any other liability with respect to the Debt Financing and/or Alternative Financing prior to the Closing. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties and/or Alternative Financing. (f) Parent shall indemnify and hold harmless the Company, the its Subsidiaries and their respective representatives Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing or, if applicable, the Alternative Financing and any information utilized in connection therewith (other than historical information relating to therewith, except in the Company event such liabilities or losses arise out of or result from the Subsidiaries and information provided by willful misconduct of the Company, the Subsidiaries or the Representatives).

Financing. (a) Parent, Each of Parent and Merger Sub and Missouri shall will use their reasonable best efforts to arrange obtain the Parent Financing on the terms and conditions described (or in the event any portion or all of the Financing becomes unavailable, alternative debt financing (in an amount sufficient, together with the remaining Financing, if any, and any other sources available to Parent Preferred Equity Funding Letter and Merger Sub, to fund the Parent Commitment Letter payment of the Cash Consideration) from the same or other sources (provided that Parent, Sub and Missouri may (x) replace or amend such portion from sources other than any source providing the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed Financing contemplated by the Parent Commitment Letter as of the date hereof, or otherwise or (ythe "Alternate Financing")) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient required to consummate the transactions contemplated by this Agreement as promptly as practicable following agreement and to pay the occurrence of such event. Parent shall give related fees and expenses on the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment LetterClosing Date. Parent shall keep the Company informed on a reasonably current reasonable basis and in reasonable detail of the status of its efforts to arrange the Financing. Parent Financingshall give the Company prompt notice upon becoming aware of, and shall not permit or receiving notice or other communication with respect to, any material amendment breach of or modification to be made todefault under, or any waiver event or circumstance that (with or without notice, lapse of time or both) could reasonably be expected to give rise to any material provision breach of or remedy default under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with by a party thereto or any termination, withdrawal or rescission of the Company orCommitment Letter. Notwithstanding anything in this Agreement to the contrary, if such amendment would or would be reasonably expected to materially each of Parent and adversely affect or delay in any material respect the ability of Parent, Merger Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent expressly acknowledges and agrees that neither the consummation availability nor terms of the Financing or any Alternate Financing are conditions to the obligations of Parent and Merger Sub to consummate the Merger, and each of Parent and Merger Sub reaffirms its obligation to consummate the Merger and the other transactions contemplated by this Agreement is not conditioned upon subject only to the receipt by Parentexpress conditions set forth in Article VII, Sub or Missouri irrespective and independent of the proceeds contemplated by availability or terms of the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that Financing or any failure by Alternate Financing, Parent's or Merger Sub's use of efforts in accordance with this Section 6.08, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreementotherwise. (cb) Arizona Prior to the Closing, the Company shall provide, shall cause the Company Subsidiaries and its and their respective officers and employees to provide, and shall use its reasonable best efforts to arrange cause its and their respective Representatives to provide, on a timely basis, all cooperation that is reasonably requested by Parent and customary in connection with the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as arrangement of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Financing, including using its reasonable best efforts to (i) maintain in effect facilitate the Arizona commitmentsexecution and delivery of definitive financing, pledge, security and guarantee documents (which documents shall only be required to become effective as of the Closing Date) and the provision of guarantees and security and the performance of the other obligations thereunder; (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, promptly provide financial and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give information regarding the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep and the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested in writing by Parent (x) in order to consummate the Financing or (y) as necessary to satisfy the conditions set forth in the Commitment Letter, including (A)(1) audited consolidated financial statements of the Company consisting of balance sheets as of the last date of each of the Buyer Parties two fiscal years of the Company ended at least 90 days prior to the Closing Date and income statements and statements of stockholders’ equity and cash flows for each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and an unqualified audit report relating thereto, (2) unaudited consolidated financial statements of the Company consisting of balance sheets and income statements and statements of cash flows as of the last day of and for the most recently completed fiscal quarter ended at least 45 days before the Closing Date, or, in the case of the statement of cash flows, for the period from the beginning of the most recently completed fiscal year ended at least 90 days before the Closing Date to the last day of the most recently completed fiscal quarter ended at least 45 days before the Closing Date (all of which shall have been reviewed by the independent accountants for the Company (as applicable) as provided in the Statement on Auditing Standards No. 100), in each case other than with respect to any quarter-end that is also a fiscal year-end, and (3) all financial information about the Company requested in writing required in order to prepare (I) a pro forma consolidated statement of income of Parent and its Subsidiaries for the most recently completed fiscal year ended at least 90 days before the Closing Date, (II) (X) a pro forma consolidated balance sheet of Parent and its Subsidiaries as of the last day of the most recently completed fiscal quarter ended at least 45 days before the Closing Date and (Y) a pro forma consolidated statement of income of Parent and its Subsidiaries for the period from the beginning of the most recently completed fiscal year ended at least 90 days before the Closing Date to the last day of the most recently completed fiscal quarter ended at least 45 days before the Closing Date, together with, in the case of this clause (Y), a corresponding statement for the corresponding period of the prior year and (III) a pro forma consolidated income statement for the twelve-month period ended on the last day of the most recently completed fiscal quarter ended at least 45 days before the Closing Date, or, if the most recently completed fiscal period is the end of a fiscal year, ended at least 90 days before the Closing Date, in each case prepared after giving effect to the transactions described herein as if they had occurred as of such date (in the case of eac­h such balance sheet) or at the beginning of such period (in the case of each such statement of income) and, in each case contemplated by clauses (1) and (2), meeting the requirements of Regulation S-X (subject to exceptions customary for a Rule 144A offering) and (B) to the extent not already provided under clause (A), all financial statements and other financial data relating to the Company and the Company Subsidiaries requested cooperation does in writing to be included in a complete printed preliminary prospectus or preliminary offering memorandum or preliminary private placement memorandum suitable for use in a customary “high-yield road show” for offerings of debt securities similar to the Notes (as defined in the Commitment Letter) by issuers similar to Parent which contains all financial statements and other financial data to be included therein (including all audited financial statements, all unaudited financial statements (which shall have been reviewed by the independent accountants as provided in Statement on Auditing Standards No. 100 (subject to exceptions customary for a Rule 144A offering)) and all appropriate pro forma financial statements prepared in accordance with, or reconciled to, generally accepted accounting principles in the United States and prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, as if the Notes were registered, unless otherwise agreed, but subject to exceptions customary for a Rule 144A offering), and all other data requested in writing (including selected financial data) that the Securities and Exchange Commission would require in a registered offering of the Notes (subject to exceptions customary for a Rule 144A offering), and that would be necessary in order to receive customary “comfort” (including “negative assurance” comfort) from independent accountants of Parent and the Company in connection with the offering of the Notes (and the Company shall arrange the delivery of such comfort with respect to such information) (all such information specified in clause (A) or clause (B), the "Required Information"; (iii) provide customary certificates and other documents and instruments relating to the Financing; (iv) obtain customary authorization letters, comfort letters, and accountants’ consent letters, as may be requested by Parent in writing; (v) cooperate with Parent to obtain surveys and title insurance as may be requested by Parent in writing; (vi) cause its senior officers to be available, upon reasonable advance notice and at times and locations reasonably acceptable to the Company, to participate in a reasonable number of informational meetings, sessions and presentations with rating agencies and road show meetings in connection with the Financing; (vii) cooperate with Parent and Parent’s efforts to obtain customary corporate and facilities rating; (viii) provide customary authorization letters to the Lenders and agents in respect of the Financing authorizing the distribution of information to prospective lenders and containing a representation to such financing sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its Affiliates or its or their securities; and (ix) assist Parent and its financing sources in the preparation of all offering documents, an offering memorandum and other marketing and rating agency materials for the Financing. The Company and its counsel shall be given reasonable opportunity to review and comment upon any offering memoranda or similar documents, or any materials for rating agencies, that include information about the Company or any of its Subsidiaries prepared in connection with the Financing. Notwithstanding anything in this Agreement to the contrary, none of the Company or any of the Company Subsidiaries shall be required to (A) pay any commitment or other similar fee or incur any other liability or obligation of any kind, including under any guarantee or pledge or any other document relating to the Financing, in connection with the Financing prior to the Closing Date, (B) enter into any binding agreement or commitment, or adopt any resolution or otherwise take any corporate or similar action, in connection with the Financing (or any Alternate Financing) that is not conditioned on the occurrence of the Closing Date, or (C) take any action that would reasonably be expected to (1) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require Subsidiaries, (2) cause any representation, warranty or covenant in this Agreement to be breached or any condition set forth in Article VII to fail to be satisfied except where Parent expressly waives such breach or non-compliance, (3) cause any director, officer or employee of the Company or any of its Representatives Subsidiaries to execute and deliver incur any certificate personal liability, (4) result in the disclosure of the Company's financial position or opinion results of operations prior to the extent any date such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect information has been released by the Company to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of public or (5) require the Company or its Subsidiaries to provide any Subsidiary shall access, documents or information that would not be required pursuant to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective TimeSection 6.02. Each of the Buyer PartiesParent shall promptly, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs (including reasonable attorneys' fees) incurred by the Company or any of the Company Subsidiaries in connection with such cooperation. Each the cooperation of the Buyer Parties Company and the 56 Company Subsidiaries contemplated by this Section 6.08 and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective representatives for directors and other Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties costs or expenses suffered or incurred by any of them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized used in connection therewith (other than historical information relating except with respect to the Company fraud or the Subsidiaries and any intentional misrepresentation with respect to any information provided by the CompanyCompany or any of the Company Subsidiaries), and any action taken by any of them at the request of Parent or Merger Sub pursuant to this Section 6.08(b). (c) For purposes of this Section 6.08, the term "Financing" shall also be deemed to include any alternative arrangement arranged by Parent in lieu of the financing contemplated by the "Commitment Letter". (d) All non-public or otherwise confidential information regarding either party obtained by the other party pursuant to this Section 6.08 shall be kept confidential in accordance with the Confidentiality Agreement; provided, however, that Parent and its Representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the Financing subject to customary confidentiality arrangements reasonably satisfactory to the Company. (e) With respect to any outstanding Indebtedness of the Company or any of the Company Subsidiaries identified by Parent in writing at least 15 Business Days prior to the Closing Date to be repaid in connection with the consummation of the Merger, (i) the Company shall, or shall have caused the Company Subsidiaries to, use reasonable best efforts to deliver all notices and take other actions required to facilitate the termination of commitments in respect of such Indebtedness, repayment in full of all obligations in respect of such Indebtedness and release of any Liens and guarantees in connection therewith on the Closing Date and (ii) no later than one (1) Business Day prior to the Closing Date, the Company shall, or shall have caused the Company Subsidiaries to, use reasonable best efforts to furnish to Parent customary payoff letters with respect to such Indebtedness (each, a “Payoff Letter”) in substantially final form and in form and substance reasonably satisfactory to Parent from all financial institutions and other Persons to which such Indebtedness is owed, or the Representatives)applicable agent, trustee or other representative on behalf of such Persons, which Payoff Letters shall (x) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or other outstanding and unpaid obligations related to such Indebtedness as of the Closing Date (the “Payoff Amount”) and (y) state that all obligations (including guarantees) in respect thereof and Liens in connection therewith on the assets of the Company or any Company Subsidiary or otherwise on the Business shall be, substantially concurrently with the receipt of the Payoff Amount on the Closing Date by the Persons holding such Indebtedness, released or arrangements reasonably satisfactory to Parent for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar Indebtedness.

Financing. (a) Parent, Parent and Merger Sub and Missouri shall use their reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereoftake, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter cause to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereofbe taken, all actions, and do, or otherwisecause to be done, in each case so long as promptly as possible, all things necessary, proper or advisable to arrange and obtain the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Financing, including using reasonable best efforts to prepare and file the Registration Statement with the SEC within fifteen (i15) maintain in effect Business Days after Parent has received the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth thereinRequired Information, and (iii) negotiate to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable and enter into definitive agreements with respect thereto on to keep the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction DateFinancing. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent shall use its reasonable best efforts to arrange ensure that the Registration Statement complies in all material respects with the rules and regulations promulgated by the SEC under the Securities Act, and shall make all necessary filings with respect to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate Financing under the transactions contemplated by this Agreement as promptly as practicable following Securities Act and applicable state “blue sky” laws and the occurrence of such eventrules and regulations thereunder. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, and Merger Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its their efforts to arrange the Financing. Without limiting the foregoing, Parent Financingwill advise the Company, and shall not permit promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any material supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Parent securities issuable in connection with the Financing for offering or modification to be made tosale in any jurisdiction, or any waiver request by the SEC for amendment of the Registration Statement or comments thereon and responses thereto or request by the SEC for additional information. If, at any time prior to the consummation of the Financing, any information relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company that should be set forth in an amendment or supplement to the Registration Statement so that such documents would not include any misstatement of a material fact or omit to state any material provision or remedy underfact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of shall promptly notify Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona The Company shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and Group Companies to use their representatives to providereasonable best efforts to, provide all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties Parent or its Representatives (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Group Companies), including (i) making senior management of the Company available to participate in a reasonable number of due diligence and drafting sessions; (ii) assisting with the preparation of customary materials regarding the Group Companies for offering documents, registration statements, prospectuses, prospectus supplements and similar documents required in connection with the Financing; (iii) furnishing Parent with quarterly or annual financial statements for periods ending no earlier than March 31, 2012 and ending no later than September 30, 2013 (which shall have been reviewed by the Company’s auditors in accordance with SAS 100), financial data, audit reports, auditors’ consents, auditors’ comfort letters and other financial information regarding the Group Companies, in each case of the type and form required by Regulation S-X or Regulation S-K under the Securities Act or other applicable Law or regulation to be included in such documents; and (iv) providing Parent information reasonably requested by Parent which is necessary to enable Parent to prepare pro forma financial statements of the type and form required by Regulation S-X under the Securities Act (such information, together with the items set forth in clause (iii) the “Required Information”). Notwithstanding the foregoing, in the case of each of clauses (i) through (iv) above of the prior sentence, (w) neither the Company nor any of its Subsidiaries and does not require shall be required to pay any fee to any Governmental Entity in connection with the arrangement of the Financing prior to the Effective Time, (x)(i) all information provided by the Company or any of its Representatives pursuant to execute and deliver any certificate or opinion this Section 6.07(b) shall be subject to the extent Confidentiality Agreement, except that Parent shall be permitted to disclose such information to potential underwriters of the Financing, subject to customary confidentiality undertakings by such potential underwriters, or as otherwise required by applicable Law, including the Securities Act and the rules and regulations promulgated thereunder; and (ii) the Company shall be permitted a reasonable period to comment on the Registration Statement or exhibits thereto (or any documents or other information incorporated by reference therein) that contain or are based upon any such certificate non-public or opinion certifies or opinesother confidential information, as applicable, with respect and (y) neither the Company nor any of its Subsidiaries shall be required to facts, circumstances or events take any action that will exit after giving effect conflict with or violate the Company’s or such Subsidiary’s organizational documents or any Laws or result in the contravention of, or that would reasonably be expected to the transactions contemplated hereby and the incurrence of result in a violation or breach of, or default under, any indebtedness of the Company pursuant Contract to the Debt Financing); provided, that none of which the Company or any Subsidiary of its Subsidiaries is a party; provided, that, the Company shall be required use its commercially reasonable efforts to pay obtain any fees (including commitment or other similar fees) or incur any other liability such necessary consents, approvals and/or authorizations from applicable third parties. The Company hereby consents to the reasonable use of its and its Subsidiaries’ logos in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company in a manner customary for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives)similar financing transactions.

Financing. (a) ParentPrior to the Closing, Parent and Merger Sub and Missouri shall use their reasonable best efforts to arrange obtain the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Financing, including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter entering into definitive agreements with respect thereto on the terms and conditions contemplated by set forth in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter Financing Commitments or on such other terms as may be acceptable to Parent in its sole discretion (provided that would not adversely impact the ability of same or more favorable terms than those set forth in the Financing Commitments shall be deemed acceptable to Parent, Sub or Missouri to consummate ). In the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If event that any portion of the Parent Financing becomes unavailable on so as not to enable Parent and Merger Sub to proceed with the terms and conditions contemplated Transactions in the Parent Preferred Equity Funding Letter or the Parent Commitment Lettera timely manner, Parent and Merger Sub shall use its their reasonable best efforts to arrange to obtain alternative alternate financing from alternative sources on comparable terms and conditions acceptable to Parent in its sole discretion (provided that the same or more favorable terms to Parent (as determined than those set forth in the reasonable judgment of Financing Commitments shall be deemed acceptable to Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the first or second sentence of this Section 6.9(a) being referred to as the “Definitive Financing Agreements”); provided that nothing in this Section 6.9(a) shall be deemed to require Baxx xo provide a greater amount of equity financing than is contemplated by the Equity Commitment. Parent and Merger Sub shall, shall cause their Affiliates to, and shall use their reasonable best efforts to cause their Representatives to, comply with the terms and satisfy on a timely basis the conditions of the Financing Commitments, the Definitive Financing Agreements, any alternate financing commitment and any related fee and engagement letters. Parent shall (i) furnish complete, correct and executed copies of the Definitive Financing Agreements to the Company promptly upon their execution, (ii) give the Company prompt notice of any material breach or alleged material breach by any party to of any of the Parent Preferred Equity Funding Letter Financing Commitments, any alternate financing commitment or the Parent Commitment Letter Definitive Financing Agreements of which Parent, Parent or Merger Sub or Missouri becomes aware, aware or any termination thereof and (iii) otherwise at the reasonable request of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep Company inform the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, Financing (or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayedreplacements thereof). (b) Parent acknowledges From and agrees that after the consummation date of this Agreement until the earlier of the transactions contemplated by Effective Time or the termination of this Agreement is not conditioned upon the receipt by Parentin accordance with Section 8.1, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provideshall, and shall cause the Company Subsidiaries to, at Parent's sole expense (except as provided in the fourth sentence of this Section 6.9(b)), reasonably cooperate with Parent and its and their representatives to provide, all reasonable cooperation Parent’s Affiliates in connection with the arrangement of the Debt Financing (or any replacements thereof), including (i) participation in due diligence sessions, meetings, drafting sessions, management presentation sessions, “road shows”, and sessions with rating agencies by Company officers and employees, (ii) assisting Parent in obtaining any title insurance lien waivers, estoppels, affidavits, non-disturbance agreements, memoranda of leases, legal opinions, surveys or other documents or deliveries, (iii) using reasonable best efforts to prepare business projections, financial statements, pro forma statements and other financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act of the type and form consistently included in offering memoranda, private placement memoranda, prospectuses and similar documents, all as may be reasonably requested by each Parent, (iv) the execution and delivery of underwriting or placement agreements, loan agreements, note purchase agreements, registration rights agreements, indentures and related documents, including a certificate of the Buyer Parties chief accounting officer of the Company with respect to solvency matters, and using reasonable best efforts to obtain accountants' comfort letters and consents of accountants for use of their reports in any materials relating to the Debt Commitment, all as may be reasonably requested by Parent, (provided v) reasonably facilitating the pledging of collateral and (vi) providing the financial information necessary for the satisfaction of the obligations and conditions set forth in the Debt Commitments within the time periods required thereby in order to permit a Closing Date on or prior to the date set forth in Section 8.1(b)(2), which obligation shall include, in all events, providing the financial information required pursuant to the terms of the Debt Commitments; provided, however, that (x) such requested cooperation does shall not unreasonably interfere with the ongoing operations of the Company and its the Company Subsidiaries and does not require (y) neither the Company or nor any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay make any fees (including commitment payment or other similar fees) or incur any other liability expenditure in connection with the Debt financing cooperation described in this Section 6.9(b) in excess of $250,000 in the aggregate (the “Financing prior Cooperation Expense Cap”). The parties agree that the effectiveness of any documents referred to in the preceding sentence shall be subject to the Effective Time. Each consummation of the Buyer PartiesClosing. Without limiting the foregoing provisions of this Section 6.9(b), (i) the Company shall, and shall cause each of the Company Subsidiaries to, reasonably cooperate with Parent's financing sources and their representatives in connection with the completion of an inventory appraisal and a field examination customary for inventory and receivables financings (each of which shall be conducted during normal business hours (so long as applicablenot disruptive to the Company's operations) and after reasonable prior notice, and (ii) (x) the Company and its counsel shall be given reasonable opportunity to review and comment upon any offering memorandum that includes information about the Company prepared in connection with the Financing (and the Parent shall not disseminate any offering memorandum relating to any offering of the Company’s or any Company Subsidiary’s securities under Rule 144A of the Securities Act without the prior consent of the Company, which consent shall not be unreasonably withheld), and (y) Parent and Merger Sub and their counsel shall be given reasonable opportunity to review and comment upon any offering memorandum prepared in connection with any financing undertaken by the Company to finance the Dividend. In the event that this Agreement is terminated by the Company pursuant to Section 8.1(c)(ii) or Parent terminates this Agreement pursuant to Section 8.1(b)(ii), Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Company Subsidiaries in connection with such financing cooperation, including all amounts up to and including the Financing Cooperation Expense Cap, and provided further, that if this Agreement is terminated for any reason, Parent shall use its best efforts to cause the voiding, termination and/or destruction of all documents executed by the Company in connection with such financing cooperation, and shall reimburse the Company for all costs and expenses incurred by the Company in connection therewith. Each Notwithstanding anything in this Agreement to the contrary, neither the Company nor any of the Buyer Parties Company Subsidiaries shall indemnify and hold harmless be required to pay any commitment or other similar fee or incur any other Liability in connection with the Company, the Subsidiaries and their respective representatives for and against Financing (or any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them replacements thereof) prior to the Effective Time in connection (except as expressly set forth above with respect to the arrangement of Financing Cooperation Expense Cap). Furthermore, notwithstanding the Debt Financing and any information utilized in connection therewith (other than historical information relating to foregoing, neither the Company or any of the Subsidiaries and information provided by Company Subsidiaries, nor any of their respective officers or directors shall be required to execute any certificate, representation letter or other certification, or to deliver, or cause to be delivered, any legal opinion to the Companyextent the Company determines in good faith that, under the circumstances, the Subsidiaries execution of such certificate, letter or the Representatives)other certification, or delivery of such opinion is not customary or would be unreasonable.

Financing. (a) Parent, Parent and Acquisition Sub acknowledge and Missouri shall use their reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided agree that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of and its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries affiliates and its and their representatives respective Representatives shall not incur any liability to provideany person under, all reasonable cooperation any financing that Parent and Acquisition Sub may raise in connection with the arrangement of Transactions until the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided Closing and that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing if this Agreement is terminated prior to the Effective Time. Each of the Buyer Parties, as applicable, Parent and Acquisition Sub shall, promptly upon request by the Companyon a joint and several basis, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries Company and its affiliates and its and their respective representatives for Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties costs or expenses suffered or incurred by any of them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than information provided by the Company or any of its subsidiaries expressly for use in connection therewith, or historical financial information relating to the Company or its subsidiaries), except to the Subsidiaries and information provided by extent such losses, damages, claims, costs or expenses arose out of or resulted from the fraud, willful misconduct or intentional misrepresentation of the Company, any of its subsidiaries or its or their respective representatives. (b) Each of Parent and Acquisition Sub shall use their respective 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 Subsidiaries proceeds of the Financing on the terms and conditions described in the Financing Commitments (subject to any market flex provisions applicable thereto), including using their respective reasonable best efforts to: (i) negotiate definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments (subject to any market flex provisions applicable thereto), which agreements shall be in effect on or prior to the Offer Closing Date and (ii) satisfy, or cause their Representatives to satisfy, on a timely basis all conditions applicable to Parent, Acquisition Sub or their respective Representatives in such definitive agreements. If all conditions to the Financing Commitments have been satisfied, Parent shall use its reasonable best efforts to cause the lenders and any other persons providing Financing to fund the Financing at the Offer Closing (with respect to amounts required to consummate the Offer) and the Merger Closing (with respect to amounts required to consummate the Merger). (c) Parent shall not agree to any amendments or modifications to, or grant any waivers of, any condition or other provision under the Financing Commitments and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) if such amendments waivers or modifications 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), (ii) impose new or additional conditions or expand, amend or modify any of the conditions to the receipt of the Financing in a manner materially adverse to Parent, Acquisition Sub or the Company or (iii) otherwise be reasonably likely to (A) prevent or materially delay or impair the ability of Parent to consummate the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Financing Commitments. (d) In no event shall Parent or Acquisition Sub or any of their affiliates (which for purposes of this Section 6.12(d) shall be deemed to include each direct or indirect investor or potential investor in Parent or Acquisition Sub, 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 any financial advisory role on an exclusive basis in connection with the Merger or the other Transactions or (ii) prohibit or seek to prohibit any bank or investment bank or other potential provider of debt financing, including Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc., 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. Except as required by Section 6.12(e), without the written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), neither Parent, nor Acquisition Sub shall seek or obtain any equity commitments or equity financing in respect of any of the Transactions, or provide any information in respect thereof to any potential investor in Parent or Acquisition Sub, or any of Parent’s, Acquisition Sub’s or such investor’s financing sources or potential financing sources or other Representatives, who have not been provided any such information prior to the date of this Agreement, other than as set forth in the Equity Financing Commitment as in effect on the date of this Agreement, and other than commitments by affiliated funds and limited partners of such funds. (e) In the event that any portion of the Financing becomes unavailable in the manner or from the sources contemplated in the Financing Commitments and such portion is required to consummate the Transactions, (i) Parent shall promptly notify the Company and (ii) Parent and Acquisition Sub shall use their respective reasonable best efforts to arrange and obtain, and to negotiate and enter into definitive agreements with respect to, alternative financing from the same or alternative financial institutions in an amount sufficient to consummate the Transactions upon conditions not materially less favorable (as determined in the good faith judgment of Parent), taken as a whole, to Parent, Acquisition Sub and the Company than those in the Financing Commitments, as promptly as practicable following the occurrence of such event (and in any event no later than the Offer Closing Date or the Merger Closing Date, as applicable). The definitive agreements entered into pursuant to the first sentence of this Section 6.12(c), Section 6.12(b)(i) or Section 6.12(c) are referred to in this Agreement, collectively, as the “Financing Agreements.” The lenders and other financing sources (including underwriters, placement agents and initial purchasers) providing the Debt Financing pursuant to any of the Financing Agreements are referred to in this Agreement, collectively, as the “Lenders.” (f) Parent and Acquisition Sub shall, and shall cause their affiliates and representatives to, use reasonable best efforts to comply with the terms and satisfy on a timely basis the conditions that are within their respective control of the Financing Commitments, any alternative financing commitment, the Financing Agreements and any related fee and engagement letters. Any material breach of the Financing Commitment, the Financing Agreements, any alternative financing commitment or any alternative financing agreement by Parent or Acquisition Sub shall be deemed a breach by Parent of this Section 6.12. 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, to the knowledge of Parent, 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, and (iii) otherwise keep the Company reasonably informed of the status of its efforts to arrange the Financing (or any alternative financing); provided, that Parent shall be under no obligation to disclose any information that is subject to attorney-client privilege or protection; so long as Parent shall give notice to the Company of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to waive the applicable privilege or protection.

Financing. (a1) ParentEach of the Parent and the Purchaser shall, Sub subject to the terms and Missouri shall conditions of this Agreement, use their its reasonable best efforts to arrange obtain the Parent proceeds of the Debt Financing at Closing on the terms and conditions described in the Parent Preferred Equity Funding Debt Commitment Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Fee Letter, including using reasonable best efforts to (i) maintain in effect the Parent Financing commitmentsDebt Commitment Letter and the Fee Letter, as in effect on the date of this Agreement (subject to the last sentence of this Section 4.7(1)), in accordance with its terms, (ii) negotiate definitive agreements with respect to the Debt Financing (the “Definitive Debt Agreements”) consistent with the terms and conditions contained therein and (iii) satisfy (or, if deemed advisable by the Parent, obtain the waiver of) on a timely basis all conditions applicable to Parent, Sub the Purchaser and Missouri to obtaining the Parent Financing set forth therein(as applicable) in the Debt Commitment Letter, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Fee Letter and the Parent Definitive Debt Agreements and otherwise comply with all of its obligations thereunder. In the event that all conditions contained in the Debt Commitment Letter and the Fee Letter have been satisfied or on other terms that would not adversely impact waived and the ability Parent is required to consummate the Closing pursuant to Section 2.9, the Parent shall use commercially reasonable efforts to cause each Financing Source to fund its respective committed portion of Parent, Sub or Missouri the Debt Financing required to consummate the transactions contemplated hereby by this Agreement and to pay related fees and expenses at Closing. Neither the Parent nor the Purchaser shall, without the prior written consent of the Company, permit any amendment or modification to, or any waiver of any provision (including any remedy) under, or replace (it being understood that any Alternative Debt Financing shall not be deemed a replacement for purposes of this sentence), the Debt Commitment Letter or the likelihood of Fee Letter if such amendment, modification, or waiver or replacement (w) adds new (or adversely modifies any existing) conditions to the consummation of the Debt Financing as compared to those in the Debt Commitment Letter and the Fee Letter as in effect on the date of this Agreement in a manner that would reasonably be expected to prevent, impede or materially delay the consummation of the Arrangement and the other transactions contemplated and by this Agreement, (ivx) reduces the aggregate amount of the Debt Financing below the amount (taking into account all other available sources of funds) required to consummate the Parent Financing at Arrangement and the other transactions contemplated by this Agreement and to pay related fees and expenses, or prior (y) would otherwise reasonably be expected to prevent, impede or materially delay the Final Condition Satisfaction Date. If consummation of the Arrangement and the other transactions contemplated by this Agreement. (2) In the event that any portion of the Parent Debt Financing becomes unavailable on the terms and conditions contemplated set out in the Parent Preferred Equity Funding Debt Commitment Letter or the Parent Commitment Fee Letter, and such portion is necessary for Purchaser to satisfy its payment obligations hereunder and under the Debt Commitment Letter and Fee Letter at Closing, regardless of the reason therefor, each of the Parent shall and the Purchaser will (i) use its commercially reasonable best efforts to arrange to obtain alternative debt financing from alternative sources on comparable the same or more favorable terms to Parent other source(s) (as determined in the reasonable judgment of Parent“Alternative Debt Financing”) (in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following Agreement) on terms not less favorable in the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party aggregate to the Parent Preferred Equity Funding than those contained in the Debt Commitment Letter and the Fee Letter that the Alternative Debt Financing would replace (taking into account any flex provisions) and (ii) promptly notify the Company of such unavailability and the reason therefor and the “commercially reasonable efforts” described in this Section shall not be deemed to require the Purchaser or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any out-of-pocket expenses (other liability than its own out-of-pocket expenses in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized Financing) in connection therewith that are in excess of those specified in the Debt Commitment Letter and the Fee Letter. (other than historical information relating 3) For purposes of the foregoing Section 4.7(1) and Section 4.7(2), (i) the term “Debt Commitment Letter” shall be deemed to include any commitment letter (or similar agreement) with respect to any Alternative Debt Financing arranged in compliance herewith (and any Debt 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 4.7 and (iii) the term “Financing Sources” shall be deemed to include any financing sources providing the Alternative Debt Financing arranged in compliance herewith. The Parent and the Purchaser shall keep the Company reasonably informed of any actual material breach or default by any party to any Debt Commitment Letters or the Definitive Debt Agreements of which the Parent or the Purchaser gains knowledge and termination or repudiation by any party to any Debt Commitment Letters or the Definitive Debt Agreements or any provision thereof. (4) In the event that the need for an extension of the Outside Date becomes reasonably foreseeable to allow for the condition in Section 6.1(4) or Section 6.1(7) to be satisfied, the Parent shall promptly use its commercially reasonable efforts to obtain an extension to the Company Debt Commitment Letter and the Fee Letter for the Debt Financing, provided that it is on terms no less favorable in the aggregate to the Parent, , or an Outside Date Alternative Financing, in each case with an expiration date that would be coterminous or later than such contemplated extension of the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives)Outside Date.

Financing. (a) ParentParent shall, Sub and Missouri shall cause its Subsidiaries to, use their reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereoftake, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter cause to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereofbe taken, all actions, and to do, or otherwisecause to be done, all things reasonably necessary, proper or advisable to consummate the Debt Financing or any Substitute Financing in each case so long as the terms would not reasonably be expected to adversely impact the ability an amount sufficient, together with cash on hand or other sources of funds of Parent, Sub or Missouri to consummate the Merger and the other transactions contemplated hereby or no later than the likelihood of consummation of Closing, including, to the transactions contemplated hereby)extent necessary to consummate the Merger and such other transactions, including using reasonable best efforts to (i) (A) maintain in effect the Parent Debt Commitment Letter and in all material respects comply with all of their respective obligations thereunder and (B) negotiate, enter into and deliver definitive agreements with respect to the Debt Financing commitmentsreflecting the terms contained in the Debt Commitment Letter (or with other terms agreed by Xxxxxx and the Financing Sources, subject to the restrictions on amendments of the Debt Commitment Letter set forth below), so that such agreements are in effect no later than the Closing and (ii) satisfy on a timely basis all the conditions applicable to the Debt Financing and the definitive agreements related thereto that are in Parent, Sub and Missouri to obtaining ’s (or its Subsidiaries’) control. In the Parent Financing event that all conditions set forth thereinin Section 9.01 and Section 9.02 have been satisfied or waived or, upon funding of the Debt Financing, shall have been satisfied or waived, Parent shall, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parentshall cause its Subsidiaries to, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent shall use its reasonable best efforts to arrange cause the Persons providing the Debt Financing to obtain alternative financing from alternative sources fund on comparable or more favorable terms the Closing Date the Debt Financing, to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient extent the proceeds thereof are required to consummate the Merger and the other transactions contemplated by this Agreement as promptly as practicable following the occurrence of such eventhereby. Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts under the Debt Commitment Letter. (b) Parent shall keep the Company reasonably informed on a timely basis of the status of Parent’s and its Subsidiaries’ efforts to obtain the Debt Financing and to satisfy the conditions thereof, including providing copies of any amendment, modification or replacement of the Debt Commitment Letter (provided, that any fee letter may be redacted to remove the fee amounts, the rates and amounts included in the “market flex” and other economic terms that could not adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Debt Financing) and shall give the Company prompt notice of any fact, change, event or circumstance that is reasonably likely, individually or in the aggregate, to have a material adverse impact on the Debt Financing necessary to satisfy all of Parent’s and its Subsidiaries’ obligations under this Agreement, including, promptly after obtaining knowledge thereof, providing the Company written notice of any (A) material breach or alleged material breach default by a Financing Source or any party to any definitive document related to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination Debt Financing of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Debt Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant definitive document related to the Debt Financing); provided, that none (B) actual or threatened withdrawal, repudiation or termination in writing of the Company Debt Commitment Letter or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company Financing Sources or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered (C) material dispute or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives).disagreement between or

Financing. (a) ParentParent and Merger Sub acknowledge and agree that the Company and its Affiliates have no responsibility for any financing that Parent or Merger Sub may raise in connection with the Merger. Any offering materials and other related documents prepared by or on behalf of or utilized by Parent or its Affiliates and financing sources, in connection with Parent and Merger Sub's financing activities in connection with the Merger, that include any information provided by the Company or any of its Affiliates, including any offering memorandum, banker's book or similar document used, or any other written offering materials used (collectively, "Offering Materials"), in connection with any debt or securities offering or other such Parent and Merger Sub financing shall include a conspicuous disclaimer to the effect that neither the Company nor any of its Affiliates has any responsibility for the content of such document and Missouri disclaims all responsibility therefor and shall further include a disclaimer with respect to the Company and its Affiliates in any oral disclosure with respect to such financing. (b) Parent and Merger Sub shall use their reasonable respective best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereoftake, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter cause to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereofbe taken, all actions and to do, or otherwisecause to be done, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parentall things necessary, Sub proper or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts advisable to (i) maintain in effect the Parent Financing commitmentsand the Financing Commitments, (ii) satisfy on a timely basis all conditions applicable enter into definitive financing agreements with respect to Parentthe Financing and Financing Commitments, Sub and Missouri to obtaining so that such agreements are in effect as promptly as practicable but in any event no later than the Parent Financing set forth therein, Effective Time and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction DateEffective Time. If any portion Parent and Merger Sub shall provide to the Company copies of all final documents relating to the Financing and shall keep the Company fully informed of material developments in respect of the Parent Financing becomes unavailable on financing process relating thereto. Prior to the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment LetterClosing, Parent and Merger Sub shall not agree to, or permit, any amendment or modification of, or waiver under, the Financing Commitments or other final documentation relating to the Financing (i) in a manner that would (A) reduce the aggregate amount of available Financing or (B) delay or prevent the Closing or (ii) which is otherwise adverse to the Company in any material respect, without the prior written consent of the Company (such consent not to be unreasonably withheld). In the period between the date hereof and the Closing Date, upon request of Parent and Merger Sub, the Company shall, and shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give cause the Company prompt notice of any material breach or alleged material breach by any party to Subsidiaries, and its and their Affiliates and Representatives to, reasonably cooperate with Parent and Merger Sub in connection with the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification including without limitation, subject to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated herebySection 6.14(a), including using reasonable best efforts to (i) maintain in effect preparation of any required financial statements relating to the Arizona commitments, Company and the Company Subsidiaries and any required pro forma financial information; (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth thereinreasonable participation in meetings and road shows, and if any; (iii) negotiate the provision of information relating to the Financing reasonably requested by Parent and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated Merger Sub; and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated reasonable assistance in the Arizona Commitment Letterpreparation of offering memoranda, Arizona private placement memoranda, prospectuses and similar documents of Parent. Parent and Merger Sub shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes awarepromptly, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs expenses incurred by the Company or the Subsidiaries its Affiliates or Representatives in connection with such cooperation. Each of Notwithstanding anything to the Buyer Parties shall indemnify and hold harmless the Companycontrary in this Agreement, the Subsidiaries Company shall not be required to execute and their respective representatives for deliver any commitment letters, underwriting or placement agreements, pledge and against any and all liabilitiessecurity documents, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time other definitive financing documents in connection with the arrangement Financing prior to the Closing. (c) If, notwithstanding the use of best efforts by Parent and Merger Sub to satisfy its obligations under Section 6.14(b), any of the Debt Financing and or the Financing Commitments (or any information utilized in connection therewith (other than historical information definitive financing agreement relating thereto) expire or are terminated prior to the Closing, in whole or in part, for any reason, Parent and Merger Sub shall (i) promptly notify the Company of such expiration or termination and the Subsidiaries reasons therefor and information provided (ii) promptly arrange for alternative financing (which shall be in an amount sufficient to pay for the consummation of the Merger from other sources and which do not include any conditions of such alternative financing that are more onerous than or in addition to the conditions set forth in the Financing) to replace the financing contemplated by the Company, the Subsidiaries such expired or the Representatives)terminated commitments or agreements.

Financing. ‌ (a) Parent, Sub and Missouri Parent shall use their its commercially reasonable best efforts to arrange the Parent Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter (provided that Parent, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby)Letters, including using commercially reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter or on other terms that would not adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated contained therein and (ivii) consummate satisfy or obtain the waiver of all conditions applicable to Parent Financing at or prior to and Merger Sub in such definitive agreements. In the Final Condition Satisfaction Date. If event any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment Letterunavailable, Parent shall use its commercially reasonable best efforts to arrange to obtain alternative financing any such portion from alternative sources as soon as reasonably practicable on comparable the same or more favorable terms to Parent (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such eventsubstantially similar terms. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, Letters or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment LetterLetters. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter Letters without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not . Neither Parent nor Merger Sub shall agree to be unreasonably withheld any amendment, supplement or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, Commitments Letters if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the Parent's ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s 's prior written consent (not to be unreasonably withheld or delayed)consent. (db) Arizona acknowledges The Company shall, to the extent Parent may reasonably request in connection with any third-party financing Parent and agrees that the consummation of Merger Sub may seek to obtain in order to fund the transactions contemplated by this Agreement is not conditioned upon and to refinance the receipt by Arizona existing indebtedness of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provideCompany, use its commercially reasonable efforts to, and shall cause the Subsidiaries and its and their representatives respective officers, employees and advisors to provide, all use their respective commercially reasonable cooperation in connection with efforts to assist the arrangement completion of the Debt Financing as may be reasonably requested by each of Financing, including: (i) cooperating in the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence preparation of any indebtedness of the Company pursuant to the Debt Financing); providedoffering memorandum, that none of the Company private placement memorandum, prospectuses or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives).documents,

Financing. (a) Parent, Sub and Missouri Parent shall use their its reasonable best efforts to arrange the Parent Debt Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Commitment Letter Letters (provided that Parent, Sub and Missouri Parent may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case Letters so long as the terms would not reasonably (x) be expected adverse to the interests of the Company prior to the Effective Time in any material respect or (y) adversely impact affect or unreasonably delay the ability of Parent, Sub Parent or Missouri Merger Co to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions terms, conditions, representations and warranties applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and in the Commitment Letters; (iiiii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter Letters or on other terms that would not adversely impact the ability of acceptable to Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated ; and (iviii) consummate enforce its rights under the Commitment Letters. Parent Financing at will furnish correct and complete copies of all such definitive agreements (excluding any fee letters or prior engagement letters which, by their terms, are confidential) to the Final Condition Satisfaction DateCompany promptly upon their execution. If any portion of the Parent Debt Financing becomes unavailable on the terms and conditions contemplated in the Parent Preferred Equity Funding Letter or the Parent Commitment LetterLetters, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources (on comparable or more terms and conditions no less favorable terms to Parent (than the terms and conditions as determined set forth in the reasonable judgment of ParentCommitment Letters) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment LetterAgreement. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent FinancingDebt Financing and shall notify the Company promptly, and shall not permit in any material amendment or modification event within two (2) business days, if at any time prior to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or Closing Date (i) the Parent Commitment Letter without first consulting with shall expire or be terminated for any reason or (ii) any financing source that is a party to the Company or, if Commitment Letter notifies Parent or Merger Sub that such amendment would source no longer intends to either provide or would be reasonably expected underwrite financing to materially and adversely affect or delay in any Merger Sub on the material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed)terms set forth therein. (b) Parent acknowledges and agrees that If the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that shall be terminated or modified in a manner materially adverse to Parent for any failure by Parentreason, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange obtain, and, if obtained, will provide the Arizona Company with a copy of, a new financing commitment (a “New Financing Commitment”) that provides for at least the same amount of financing as the Commitment Letter as originally issued and on the terms and conditions described no less favorable to Parent or Merger Co than those included in the Arizona Commitment Letter; provided, however, that such New Financing Commitment shall not without the consent of the Company (such consent not to be unreasonably withheld, delayed or denied) (i) reduce the aggregate amount of the Financing, (ii) expand the conditions to the Closing Date drawdown to the Debt Financing as set forth in the Commitment Letter in any material respect or (provided that Arizona may replace or amend iii) otherwise be adverse to the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as interests of the date hereofCompany prior to the Effective Time in any material respect, or otherwiseincluding but not limited to terms that would, so long as compared to the terms would not reasonably be expected to Commitment Letter, adversely impact the ability of Arizona Parent or Merger Sub to consummate the transactions contemplated hereby or hereby. In such event, the likelihood of consummation of term “Commitment Letter” as used herein shall be deemed to mean the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona New Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior Commitments to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated extent then in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Arizona shall give the Company prompt notice of any material breach or alleged material breach by any party to the Arizona Commitment Letter of which Arizona becomes aware, or any termination of the Arizona Commitment Letter. Arizona shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (d) Arizona acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreementeffect. (ec) The Company agrees to provide, and shall cause to use its reasonable best efforts to cause, the Subsidiaries and its and their representatives Representatives to provide, all reasonable such cooperation (including with respect to timeliness) in connection with the arrangement of the Debt Financing (including, without limitation, the issuance of senior notes and/or senior subordinated notes contemplated by the Commitment Letters) as may be reasonably requested by each of the Buyer Parties Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Subsidiaries), including without limitation (i) participation in meetings, road shows, drafting sessions, rating agency presentations and due diligence sessions, (ii) furnishing Parent and its Subsidiaries financing sources with the Company’s financial statements as of, and does not require for the nine month period ended September 30, 2007 and such other financial statements and financial data of the type and for the periods required by Regulation S-X and Regulation S-K and of type and form and for the periods customarily included in private placements under Rule 144A under the Securities Act to consummate the offering of secured or unsecured senior notes and/or senior subordinated notes as of the date such offering will be made (collectively, the “Required Financial Information”) and such other financial and other pertinent information regarding the Company or as may be reasonably requested by Parent, (iii) assisting Parent and its financing sources in the preparation of (A) offering documents for any portion of the Debt Financing and (B) materials for rating agency presentations, (iv) cooperating with the marketing efforts of Parent and its financing sources for any of its Representatives to execute the Debt Financing, (v) providing and deliver any executing documents as may be reasonably requested by Parent, including a certificate or opinion to of the extent any such certificate or opinion certifies or opines, as applicable, chief financial officer of the Company with respect to factssolvency matters, circumstances or events that will exit after giving effect (vi) executing and delivering any pledge and security documents and otherwise facilitating the pledging of collateral, and (vii) using reasonable efforts to the transactions contemplated hereby and the incurrence obtain consents of accountants for use of their reports in any indebtedness of the Company pursuant materials relating to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Timeaccountants’ comfort letters, legal opinions, surveys and title insurance as reasonably requested by Parent. Each of the Buyer Parties, as applicable, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior The Company hereby consents to the Effective Time use of its and its Subsidiaries’ logos in connection with the arrangement of the Debt Financing and any information utilized Financing; provided that such logos are used solely in connection therewith (other than historical information relating a manner that is not intended or not reasonably likely to harm or disparage the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives)any of its Subsidiaries.

Financing. (a) ParentEach of Parent and Merger Sub shall take, Sub ur shall cause tu be taken, all actions and Missouri shall use their reasonable best efforts du, or cause to be done, all things necessary to arrange the Parent Debt Financing on the terms and conditions described in the Parent Preferred Equity Funding Letter and the Parent Debt Commitment Letter (provided that ParentLetters, Sub and Missouri may (x) replace or amend the Parent Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Parent Commitment Letter as of the date hereof, or otherwise or (y) replace or amend the Parent Preferred Equity Funding Letter to add investors which had not executed the Parent Preferred Equity Funding Letter as of the date hereof, or otherwise, in each case so long as the terms would not reasonably be expected to adversely impact the ability of Parent, Sub or Missouri to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to including: (i) maintain in effect the Parent Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent, Sub and Missouri to obtaining the Parent Financing set forth therein, and (iii) negotiate and enter into the definitive agreements with respect thereto on the terms and conditions contemplated by contained in the Parent Preferred Equity Funding Letter and Debt Commitment Letters (including, as necessary, the Parent Commitment Letter "flex" provisions contained in any related fee letter) (or on other terms that and conditions agreed by Parent, the Company and the Financing Sources) by the Closing Date, and (ii) to satisfy or cause to be satisfied (or, if determined advisable by Parent, obtain the waiver ot) on a timely basis all conditions to obtaining the Debt Financing within Parent's control and to comply or cause to be complied with all of its obi igations pursuant to the Debt Commitment Letters and the definitive agreements related thereto to the extent the failure to comply with such obligations would not adversely impact the ability timing of Parent, Sub the Closing or Missouri the availability at Closing of sufficient aggregate proceeds of the Debt Financing to consummate the transactions contemplated hereby or by this Agreement. In the likelihood of consummation of event that all conditions to funding the transactions contemplated and (iv) consummate the Parent Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Parent Financing becomes unavailable on the terms and conditions contemplated commitments contained in the Debt Commitment Letters have been satisfied, each of Parent Preferred Equity Funding Letter or the Parent Commitment Letter, Parent and Merger Sub shall use its reasonable best efforts to arrange cause the Financing Sources to obtain alternative financing from alternative sources on comparable or more favorable terms to Parent (as determined in fund the reasonable judgment of Parent) in an amount sufficient Debt Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by taking enforcement action to cause the Financing Sources to provide the Debt Financing). Each of Parent and Merger Sub shall use its reasonable best efforts to enforce all of its rights under the Debt Commitment Letters. Parent sh al I give the Company prompt notice of any material breach by any party to the Debt Commitment Letters or the definitive agreements related thereto of which Parent has become aware or any termination of any of the Debt Commitment Letters or such definitive agreements, to the extent such breach or termination could reasonably be expected to prevent or materially delay the Closing or otherwise result in sufficient proceeds of the Debt Financing to consummate the transactions contemplated by this Agreement not being available at the Closing. In the event that any portion of the Debt Financing becomes unavailable and such portion is necessary to consummate the transactions contemplated by this Agreement (except in accordance with the express terms set forth in the Debt Commitment Letters or unless concurrently replaced on a dollar-for-dollar basis by commitments subject to substantially the same conditions as those set forth in the Debt Commitment Letter from other financing sources or from proceeds of other sources of financing or cash), Parent and Merger Sub shall (I) use their reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of , alternative debt financing for any material breach or alleged material breach by any party to the Parent Preferred Equity Funding Letter or the Parent Commitment Letter of which Parent, Sub or Missouri becomes aware, or any termination of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Parent Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Parent Preferred Equity Funding Letter or the Parent Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Parent, Sub or Missouri to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed) (b) Parent acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the receipt by Parent, Sub or Missouri of the proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and that any failure by Parent, Sub or Missouri to have available all funds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Parent, Sub and Missouri of this Agreement. (c) Arizona shall use its reasonable best efforts to arrange the Arizona Financing on the terms and conditions described in the Arizona Commitment Letter (provided that Arizona may replace or amend the Arizona Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Arizona Commitment Letter as of the date hereof, or otherwise, so long as the terms would not reasonably be expected to adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Arizona commitments, (ii) satisfy on a timely basis all conditions applicable to Arizona to obtaining the Arizona Financing set forth therein, and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Arizona Commitment Letter or on other terms that would not adversely impact the ability of Arizona to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated and (iv) consummate the Arizona Financing at or prior to the Final Condition Satisfaction Date. If any portion of the Arizona Financing becomes unavailable on the terms and conditions contemplated in the Arizona Commitment Letter, Arizona shall use its reasonable best efforts to arrange to obtain alternative financing from alternative debt sources on comparable or more favorable terms to Arizona (as determined in the reasonable judgment of Arizona"Alternative Financing") in an amount sufficient that will enable Parent and Merger Sub to consummate the transactions contemplated by this Agreement as and that does not contain additional (or changes to the) conditions set forth in the Debt Commitment Letter delivered to the Company on or prior to the date of this Agreement that, in each case, could reasonably be expected to adversely affect the ability of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement and (2) promptly as practicable following notify the occurrence Company of such eventunavailability and the reason therefor. Arizona lfobtained, Parent shall give deliver to the Company prompt notice true and complete copies of any material breach or alleged material breach by any party to the Arizona Commitment Letter all agreements (including redacted copies of engagement and fee letters, removing only fee amounts, market,. flex" provisions and certain other terms (none of which Arizona becomes awareconcern or would adversely affect the amounts, availability, timing or conditionality of the Debt Financing)) pursuant to which any such alternative source shall have committed to provide Parent or the Surviving Corporation with Alternative Financing. Parent and Merger Sub shall not, without the Company's prior written consent, permit any amendment or modification to, or any termination waiver of any provision or remedy under, any Debt Commitment Letter or any definitive agreements related thereto unless the terms of such Debt Commitment Letter or definitive agreements related thereto, in each case as so amended, modified or waived, arc substantially similar to those in such Debt Commitment Letter or definitive agreement related thereto, prior to giving effect to such amendment, modification or waiver (other than economic terms, which shall be as good as or better for Parent and Merger Sub than those in the Debt Commitment Letter or definitive agreement relating thereto prior to giving effect to such amendment, modification or waiver); provided that, in the case of amendments or modifications of any Debt Commitment Letter or a definitive agreement relating thereto, the foregoing shall only apply if such amendment or modification (x) could reasonably be expected to (I) adversely affect the ability or likelihood of Parent or Merger Sub timely consummating the transactions contemplated by this Agreement or (II) make the timely funding of the Arizona Debt Financing or the satisfaction of the conditions to obtaining the Debt Financing less likely to occur, (y) reduces the aggregate amount of the Debt Financing or (z) materially and adversely affects the ability of Parent or Merger Sub to enforce their rights against other parties to the Debt Commitment LetterLetters. Arizona it being understood and agreed that in any event. Parent may amend the Debt Commitment Letters or the definitive agreements relating thereto to (x) add lenders, arrangers, bookrunners, agenl~, managers or similar entities that have not executed the Debt Commitment Letters as of the date of this Agreement and consent to the assignment after the date of this Agreement oflending commitments under the Debt Commitment Letters to other lenders, or (y) increase the aggregate amount of the Debt Financing. Parent shall provide the Company with prompt written notice of the receipt of any notice or other communication from any Financing Source with respect to such Financing Source's failure or anticipated failure to fund its commitments under any Debt Commitment Letters or definitive agreement in connection therewith. Parent shall keep the Company reasonably informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Arizona Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Arizona Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect the ability of Arizona to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed)Debt Financing. (db) Arizona Notwithstanding anything contained in this Agreement to the contrary, Parent expressly acknowledges and agrees that the consummation Parent's and Merger Sub's obligations hereunder arc not conditioned in any manner upon Parent or Merger Sub obtaining any financing. The failure, for any reason, other than as a result of the transactions contemplated by any material breach of this Agreement is not conditioned upon the receipt by Arizona of the proceeds contemplated by the Arizona Commitment Letter and that any failure by Arizona to have available all funds contemplated by the Arizona Commitment Letter on the Final Condition Satisfaction Date shall constitute a material breach by Arizona of this Agreement. (e) The Company agrees to provide, and shall cause the Subsidiaries and its and their representatives to provide, all reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by each of the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and does not require the Company or any of its Representatives to execute and deliver any certificate or opinion to the extent any such certificate or opinion certifies or opines, as applicable, with respect to facts, circumstances or events that will exit after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness of the Company pursuant to the Debt Financing); provided, that none of the Company or any Subsidiary shall be required to pay any fees (including commitment or other similar fees) or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each of the Buyer Parties, as applicable, shall, promptly upon request by the Company, reimburse of Parent and Merger Sub to have sufficient cash available on the Company for all reasonable out-of-pocket costs incurred date that the Closing is required to occur pursuant to Section 2.01 hereof. and/or the failure to pay the aggregate Cash Consideration on the date that the Closing is required to occur pursuant to Section 2.01 hereof. shall constitute a Willful Breach of this Agreement by the Company or the Subsidiaries in connection with such cooperation. Each of the Buyer Parties shall indemnify Parent and hold harmless the Company, the Subsidiaries and their respective representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Subsidiaries and information provided by the Company, the Subsidiaries or the Representatives)Merger Sub.