Common use of Debt Financing Clause in Contracts

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The CompanyPurchasers have delivered to Sellers true and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amended, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts restated or modified from time to assist time in accordance with the Company terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to arrange and obtain the Debt Financing on Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms and conditions described in of the Debt Commitment Letters Financing Agreements. (b) Except as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment LettersFinancing Agreements, consummate there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing at or prior any contingencies that would permit the Lender to reduce the Closing; it being understood that, if any portion total amount of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such eventFinancing. (c) The CompanyDebt Financing, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation when funded in connection accordance with the arrangement terms of the Debt Financing as may be reasonably requestedAgreements, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions shall provide Purchasers with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to acquisition financing on the Closing Date sufficient to pay the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing Initial Purchase Price and to permit the proceeds thereof to be made available to the Company pay related fees and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financingexpenses. (d) All material non-public information provided by MCK The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the Echo Parties or any part of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with Purchasers under the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources terms and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication conditions of the Debt Financing Agreements, other than any such default, breach or any permitted replacement, amended, modified failure that has been waived by the Lender or alternative financing subject otherwise cured in a timely manner by Purchasers to the potential sources satisfaction of capital, ratings agencies the Lender and prospective lenders and investors entering into customary confidentiality undertakings with respect Purchasers do not have any reason to such information (including through believe that they will be unable to satisfy on a notice and undertaking timely basis any term or condition to closing to be satisfied by it in a form customarily used in confidential information memoranda for senior credit facilities)the Debt Financing Agreements on or prior to the Closing Date. (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate withAs of the Closing, and take after giving effect to all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrancestransactions contemplated by this Agreement, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing)Purchasers will be Solvent.

Debt Financing. (a) The CompanySubject to the terms and conditions of this Agreement, MCK each of Parent and Echo Holdco Merger Sub will not, without the prior written consent of the Partnership (such consent not to be unreasonably withheld, delayed or conditioned), effect or permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Debt Commitment Letter if such amendment, modification or waiver would (i) reduce the aggregate amount of the Debt Financing to an amount that is less than the amount that would be required, when taken together with cash on hand of Parent and their respective its Subsidiaries and other sources of funds available to Parent and Merger Sub on the Closing Date (including any amounts to be received pursuant to Section 5.13), to pay the aggregate Merger Consideration and any other amount required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions, (ii) impose additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing or any other terms to the Debt Financing in a manner that would reasonably be expected to prevent or materially delay the Closing Date or (iii) adversely impact the ability of Parent to enforce its rights against the Debt Financing Sources under the Debt Commitment Letter. (b) Subject to the terms and conditions set forth herein, prior to the Effective Time, Parent shall use their use, or cause Merger Sub to use, its commercially reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to consummate and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their using its commercially reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions to funding that are applicable to Parent and Merger Sub in the Debt Commitment Letters Letter that are within their control and its control, (iviii) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing (iv) comply with its obligations pursuant to be provided as contemplated by the Debt Commitment Letters Letter and (v) enforce its rights pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableLetter. (bc) In the event that any portion of the Debt Financing becomes unavailable unavailable, Parent shall (i) promptly notify the Partnership in writing of such unavailability and the reason therefor and (ii) use its commercially reasonable efforts to (A) obtain as promptly as practicable debt financing from alternative sources (the “Alternative Debt Financing”) in an amount sufficient, when taken together with cash on hand of Parent and its Subsidiaries and other sources of funds available to Parent and Merger Sub on the terms and conditions contemplated by the Debt Commitment Letters Closing Date (including any flex provisionsamounts to be received pursuant to Section 5.13), to pay the Company, MCK aggregate Merger Consideration and Echo Holdco any other amount required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions and their respective Subsidiaries shall use their reasonable best efforts that do not include any conditions to assist the Company to arrange and obtain any consummation of such portion from alternative sources, on terms, taken as whole, debt financing that are no less favorable more onerous than the terms contained conditions set forth in the Debt Commitment LettersLetter and (B) obtain, as promptly as practicable following and, when obtained, provide the occurrence of Partnership with a copy of, a new financing commitment that provides for such eventAlternative Debt Financing (the “Alternative Debt Commitment Letter”). If applicable, any reference in this Agreement to the term “Debt Commitment Letter” shall be deemed to include any such Alternative Debt Commitment Letter and any fee letter referred to in such Alternative Debt Commitment Letter and any reference in this Agreement to the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing. (cd) The CompanyPartnership shall, MCK and Echo Holdco shall use their reasonable best efforts cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause their respective Subsidiaries its and their its Subsidiaries’ respective Representatives to use their reasonable best efforts to, provide all cooperation cooperate with Parent as necessary in connection with the arrangement arrangement, syndication and consummation of the Debt Financing as may be reasonably requestedrequested by Parent, including: : (i) participation by members of management and other Representatives of the Partnership in a reasonable number of meetings, conference calls, presentations and due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; ; (ii) assisting with Parent and the Debt Financing Sources in the preparation of materials for rating agency presentations, offering documents, private placement memoranda, customary bank information memoranda (including a including, to the extent reasonably requested, an additional bank information memorandum that does not include material non-public information information), lender presentations or other marketing and syndication documents and materials customarily used to arrange financings of the type contemplated by the Debt Commitment Letter and otherwise reasonably cooperating with the marketing efforts of Parent and the delivery Debt Financing Sources for any portion of the Debt Financing; (iii) delivering customary representation and authorization letters with respect to information in respect of the Partnership and its Subsidiaries contained in the bank information memoranda and consents of accountants for use of their reports in any materials relating other similar documents; (iv) using commercially reasonable efforts to ensure that the Debt Financing), prospectuses Financing Sources benefit materially from the existing lending relationships of the Partnership and similar documents required its Subsidiaries; (v) furnishing Parent as promptly as practicable with any financial and other information regarding the Partnership and its Subsidiaries as is reasonably requested by Parent or the Debt Financing Sources in connection with the Debt Financing; ; (iiivi) timely furnishing financial assisting in the preparation of, and executing and delivering, certificates and other pertinent documents as may be necessary in connection with the definitive agreements for the Debt Financing; (vii) furnishing Parent and the Debt Financing Sources with all documentation and information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports Partnership and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form its Subsidiaries that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other Financing Source reasonably requested documents at least 10 days prior to the Closing to the extent determines is required under applicable “know your customer” and anti-money laundering rules and regulations including regulations; (viii) facilitating the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 pledging of Exhibit D to collateral, as contemplated by the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment lettersLetter, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than substantially concurrently with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (Cix) no personal liability shall be imposed on cooperating with the officers or employees involved)Debt Financing Sources’ requests for due diligence to the extent customary and reasonable; provided, however, that nothing in this this Section 5.03 shall 5.7(d) will require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject such cooperation to the consummation of extent that it would (A) require the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) Partnership to (1) pledge pay any fees or cause reimburse any expenses with respect to or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2Financing prior to the Closing for which it has not received prior reimbursement, (B) guarantee require the Partnership to approve or enter into any certificate, agreement, arrangement, document or instrument with respect to or in connection with the Debt Financing that would be effective prior to the Closing (except the representation and authorization letters referred to in clause (iii) above), (C) unreasonably interfere with the ongoing business operations of the Partnership and its Subsidiaries, (D) cause any Representative of the Partnership or any of its Subsidiaries to incur any personal liability, (E) provide access to or disclose information if the Company’s Partnership reasonably determines that providing such access to or disclosing such information would result in a loss of the ability of the Partnership to successfully assert a claim of privilege (including, without limitation, the attorney-client and work product privileges); provided that, under any circumstance described in this clause (E), the Partnership shall cooperate with Parent to implement a solution to permit the access to the applicable information generally contemplated by this Section 5.7(d), (F) include any actions that the Partnership reasonably believes would (1) result in a violation of any organizational document of the Partnership or any of its Subsidiaries’ indebtedness , any Material Contract or any Law or (32) incur cause any liability representation, warranty, covenant or other obligation in this Agreement to be breached or any condition set forth in Article VI to fail to be satisfied or (G) require the Partnership to prepare any financial statement or information that is not available to it and is not prepared in the ordinary course of its financial reporting practice. The Partnership hereby consents to the use of the Partnership’s logos in connection with the Debt Financing. (d) All material non-public information ; provided by MCK that the logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Echo Parties Partnership or any of their respective its Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that reputation or the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication goodwill of the Debt Financing Partnership or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities)its Subsidiaries. (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Company shall use their its reasonable best efforts to assist the Company obtain, or cause to arrange and obtain the be obtained, $5,000,000,000 of Debt Financing on the terms and conditions described set forth in the Debt Financing Commitment Letters as promptly as reasonably practicable after and shall not, without the date hereofSpecial Committee’s prior written consent, permit any amendment or modification to be made to, or any waiver of any provision under, the Debt Financing Commitment, if such amendment, modification or waiver (i) reduces (or could have the effect of reducing) the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount in respect of the Debt Financing) or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Financing Commitment, in a manner that would reasonably be expected to (x) materially delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date or (y) adversely impact the ability of the Company and/or the Borrowers to enforce their respective rights against other parties to the Debt Financing Commitment or the definitive agreements with respect thereto, in each case, relating to the funding thereunder. For the avoidance of doubt, it is understood and agreed that the Company, without the consent of the Special Committee, may amend the Debt Financing in any manner the Company Board determines is in the best interests of the Company (including to add lenders, arrangers, bookrunners, agents, managers or similar entities that have not executed the Debt Financing Commitment and amend the economic and other arrangements with respect to the existing and additional lenders, arrangers, bookrunners, agents, managers or similar entities) so long as such amendment would not reasonably be expected to (x) materially delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on or prior to the Closing Date, (y) adversely impact the ability of the Company and/or the Borrowers to enforce their respective rights against other parties to the Debt Financing Commitment or the definitive agreements with respect thereto, in each case, relating to the funding thereunder or (z) result in the net proceeds of the Debt Financing being made available to the Borrowers or any of their Affiliates, as applicable, in an amount which is not sufficient to satisfy the condition set forth in Section 5.01(e)(iii). (b) The Company shall use its reasonable best efforts to (i) to maintain in effect the Debt Financing Commitment Lettersuntil the transactions contemplated by this Agreement are consummated or, if earlier, the Company has received net proceeds of the Debt Financing (including any Alternative Financing) in an amount which is sufficient to satisfy the condition set forth in Section 5.01(e)(iii), (ii) to negotiate and enter into definitive agreements with respect thereto to the Debt Financing on the terms and conditions contained in the Debt Financing Commitment Letters (including any flex provisions) or on other terms and conditions that, taken as a whole, are no less favorable to the CompanyCompany than the terms and conditions contained in the Debt Financing Commitment), (iii) to satisfy (or obtain a waiver of) on a timely basis or cause the satisfaction (or waiver) on a timely basis of all conditions to funding in the Debt Financing Commitment Letters and such definitive agreements with respect thereto applicable to the Company and/or the Borrowers that are within their control to be satisfied by the Company and/or the Borrowers and consummate the Debt Financing and (iv) upon satisfaction to comply with all of its obligations under the Debt Financing Commitment. Prior to the Closing, the Company shall give the Special Committee prompt notice (x) of any breach or default (or any event that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any default or breach) by any party to the Debt Financing Commitment or definitive agreements related to the Debt Financing of which the Company becomes aware, if such breach or default would reasonably be expected to affect the timely availability of, or the amount of, the Debt Financing, (y) of the conditions receipt of any written notice or other written communication from any financing source with respect to any (1) actual or alleged breach, default, termination or repudiation by any party to the Debt Commitment Letter or definitive agreements related to the Debt Financing or (2) material dispute or disagreement between or among any parties to the Debt Financing Commitment or definitive agreements related to the Debt Financing, in each case, that would reasonably be expected to affect the timely availability of, or the amount of, the Debt Financing, and (z) if at any time for any reason the Company believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the terms and conditions, in the manner or from the sources contemplated by the Debt Financing Commitment or definitive agreements related to the Debt Financing. If the Company so elects in its sole discretion (but subject to the requirements set forth in the Debt Commitment Lettersdefinition of “Alternative Financing”) or otherwise upon the occurrence of any circumstance referred to in clauses (x), consummate (y) or (z) of the Debt Financing at preceding sentence, or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by in the Debt Financing Commitment Letters (including or the Company becomes aware of any flex provisions)event or circumstance that would reasonably be expected to make any portion of the Debt Financing becoming unavailable on the terms and conditions contemplated in the Debt Financing Commitment, the Company, MCK and Echo Holdco and their respective Subsidiaries Company shall use their its reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, replacement thereof Alternative Financing as promptly as reasonably practicable following the occurrence of such event. The Company shall deliver to the Special Committee true, correct and complete copies of the new financing commitment letter and related fee letter pursuant to which any such alternative source shall have committed to provide any portion of the Alternative Financing. (c) The CompanyIn the event the Company obtains Alternative Financing, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives references to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of “Debt Commitment Letter,” the “Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road showsCommitment” and sessions with prospective Financing Sourcesthe “Debt Financing” (and other like terms in this Agreement (including, investors and ratings agencies, and reasonably cooperating with for the marketing efforts avoidance of the Company and its Financing Sourcesdoubt, in each case this Section 4.09 and in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt FinancingSection 5.01(e)(iii), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upondeemed to refer to such Alternative Financing as so amended, or only become operative afterreplaced, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amendedsupplemented, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities)waived. (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The CompanyWithout limiting the generality of Section 5.2, MCK and Echo Holdco and their respective Subsidiaries Purchasers shall use their reasonable best efforts to assist take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Company to arrange and obtain proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including Financing Agreements. Purchasers shall use their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements comply with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate its obligations under the Debt Financing at or prior Agreements, and shall use its reasonable best efforts to the Closing; it being understood that, if any portion of cause the Debt Financing to be provided as contemplated fully funded on the Closing Date, including by enforcing its rights under the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A Financing Agreements and drawing on any interim or otherwise has not been provided, and all conditions precedent to bridge financing in the Parties’ obligations hereunder shall have been satisfied or waived (event that other than receipt elements of the Debt Financing and those conditions which are not available. Purchasers shall give Sellers prompt notice of any material breach by their nature will not be satisfied except by actions taken at the Closing, but subject any party to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including Financing Agreements of which Purchasers have become aware or any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status termination of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) Agreements. In the event that any portion of the Debt Financing becomes unavailable on unavailable, regardless of the terms and conditions contemplated by the Debt Commitment Letters reason therefor, Purchasers will (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall x) use their reasonable best efforts to assist obtain alternative debt financing (in an amount sufficient to pay the Company to arrange Initial Purchase Price and obtain any such portion from alternative sources, Closing Adjustment) on termsterms not materially less favorable, taken as a whole, to Purchasers from other sources and which do not include any conditions to the consummation of such alternative debt financing that are no less favorable materially more onerous than the terms conditions set forth in the Debt Financing (such financing, “Alternative Financing”), and (y) promptly notify Sellers of such unavailability and the reason therefor. (b) Notwithstanding anything to the contrary in this Agreement, Purchasers shall not, without the prior written consent of Sellers, (i) amend, modify, supplement or waive any of the conditions to funding contained in the Debt Commitment LettersFinancing Agreements or any other provision thereof or remedies thereunder, as promptly as practicable following in each case to the occurrence extent such amendment, modification, supplement or waiver would reasonably be expected to adversely affect the ability of such eventPurchasers to timely consummate the transactions contemplated by this Agreement (including by making the conditions herein less likely to be satisfied or unreasonably delaying the Closing); (ii) undertake any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing that would reasonably be expected to impair, delay or prevent consummation of the Debt Financing contemplated by the Debt Financing Agreements or any Alternative Financing contemplated by any new debt commitment letter; or (iii) amend or alter, or agree to amend or alter, the Debt Financing Agreements in any manner that would reasonably be expected to prevent, impair or delay the consummation of the Debt Financing or the transactions contemplated by this Agreement. (c) The CompanyPrior to the Closing, MCK and Echo Holdco Sellers shall use their commercially reasonable best efforts to, and shall to cause their respective Subsidiaries the Transferred Entities and their respective Representatives to use their reasonable best efforts officers, employees and advisors, including legal, financial and accounting advisors, of Sellers and the Transferred Entities to, provide all to Purchasers such cooperation in connection with as is reasonably requested by Purchasers and the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case Lenders in connection with the Debt Financing; Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Sellers and their Affiliates), including (i) furnishing Purchasers and the Lender with financial and other pertinent information; (ii) in each case, upon reasonable notice, making management of the Transferred Entities (including some members of the financial staff) available to participate in a reasonable number of meetings (including customary one-on-one meetings with parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, any such financing), presentations and due diligence sessions in connection with such financing; (iii) assisting with Purchasers and the Lender in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for any of the Debt Financing; and (B) materials for rating agency presentations, offering documents, private placement memoranda, bank ; (iv) using commercially reasonable efforts to cause its independent auditors to cooperate with the Debt Financing; (v) taking all actions reasonably necessary that are consistent with the terms of this Agreement or otherwise facilitating the pledging of collateral of the Transferred Entities in respect of the Business from and after the Closing as may be reasonably requested by Purchasers; (vi) promptly furnishing all documentation and other information memoranda (including a bank information memorandum that does not include material non-public information and about the delivery of customary authorization letters Transferred Entities required by Governmental Entities with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required financing under applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D Patriot Act; and (vii) taking all corporate or limited liability company actions, subject to the Debt Commitment Letters; (v) facilitating occurrence of the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions Closing, reasonably necessary requested to permit the consummation of the Debt Financing any such financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment lettersTransferred Entities, underwriting including entering into one or placement agreements, registration statements, more credit agreements, indentures, pledge and security documents, other definitive financing documents indentures or other requested certificates instruments on terms reasonably satisfactory to Purchasers in connection therewith; provided that neither Sellers nor any of their Affiliates shall be required to pay any commitment or documentsother similar fee, including a customary solvency certificate by the chief financial officer provide any security or person performing similar functions of the Company incur any other liability in the form of Annex I to Exhibit D to connection with the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved)Financing; provided, further, that nothing in this Section 5.03 the effectiveness of any documentation executed by any Seller with respect thereto shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, be subject to the consummation of the Closing; and provided, Echo Holdco further, that Purchasers shall promptly, upon request by Sellers, reimburse Sellers for all reasonable and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material nondocumented out-public information provided of-pocket costs incurred by MCK or the Echo Parties Sellers or any of their respective Subsidiaries Affiliates in connection with such cooperation. Any information provided to Purchasers, or Representatives on behalf of or at the request of Purchasers, pursuant to this Section 5.03 5.12(c) shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies Confidentiality Agreement and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities)Section 5.2. (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries shall Parent will use their all commercially reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter in full force and effect, and will not amend, terminate or waive any provisions under such Debt Commitment Letter, and (ii) negotiate and enter into definitive agreements comply, to the extent within Parent’s control, with respect thereto on all of the terms and conditions contained covenants of Parent in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable Letter and take all actions, to the Companyextent within Parent’s control, (iii) satisfy on a timely basis necessary or desirable to cause all of the conditions to the funding of the financing contemplated in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing Letter to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence date hereof and in coordination with the satisfaction of such event. the other closing conditions set forth herein, including obtaining any opinions of legal counsel required by the Lenders thereunder and, to the extent within Parent’s control, assuring that there is no breach or default or event of default under any of its existing financing agreements and (ciii) The Company, MCK accept any changes in the terms and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives conditions of the proposed financing contemplated in the “market flex” provision of the Debt Commitment Letter or fee letter related thereto. Parent agrees to use their reasonable best efforts to, provide all cooperation notify the Target following its receipt of notification by any financing source under the Debt Commitment Letter or in connection with any substitute debt or other financing of such source’s indications that it does not intend to provide, questions its requirement to provide or asserts its inability or refusal to provide the arrangement financing described in the applicable Debt Commitment Letter. If the funding of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with indebtedness contemplated by the Debt Financing; (ii) assisting with the preparation Commitment Letter becomes unavailable or Parent reasonably believes that such funding may not occur for any reason other than a breach by Target or Target Stockholders of materials for rating agency presentationsany of its representations, offering documentswarranties, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports covenants or agreements contained herein or in any materials Ancillary Agreement, Parent will use all commercially reasonable efforts to obtain alternative financing on terms that are no less favorable to Parent (as determined in the reasonable judgment of Parent) than to those contained in the Debt Commitment Letter or fee letter related thereto including, for the avoidance of doubt, the “market flex”. Parent shall keep the Target reasonably informed of any material adverse developments relating to the Debt Financing), prospectuses and similar documents required in connection with proposed debt financing. Without limiting the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information generality of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and includingforegoing, in any event, Parent shall use all information and data necessary commercially reasonable efforts to satisfy the closing conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the debt financing contemplated by the Debt Commitment Letters Letter (collectivelyor, if applicable, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (ivalternative financing) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and are within its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financingcontrol. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts Parent has delivered to assist the Company to arrange true, correct and obtain complete copies of executed commitment letter(s) (as the same may be amended, the “Debt Financing on Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions described in thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Commitment Letters as promptly as practicable after Financing Commitments has been amended or modified, and the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions respective commitments contained in the Debt Commitment Letters (including any flex provisions) Financing Commitments have not been withdrawn or on rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other terms no less favorable to than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, (iii) Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis all conditions any term or condition to be satisfied by it contained in the Debt Commitment Letters Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are within their control due to be paid in connection with the Debt Financing Commitments, and (iv) upon satisfaction Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the conditions date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Commitment LettersFinancing Commitments, consummate the Debt Financing at nor any contracts or prior to the Closing; it being understood that, if non-binding arrangements or understandings with any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity Person concerning the status ownership and operation of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions)Parent, the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, Merger Sub or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt FinancingSurviving Corporation. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts to assist take (taking into account the Company expected timing for Closing), or cause to arrange be taken, all actions and obtain do, or cause to be done, all things necessary, proper or advisable to obtain, no later than the Closing Date, the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their reasonable best efforts to (i) maintain maintaining in effect the Debt Commitment LettersLetter in accordance with and subject to the terms and conditions set forth therein (it being understood that the Debt Commitment Letter may be replaced or amended as provided below), (ii) negotiate and enter into negotiating definitive agreements with respect thereto on to the Debt Financing or any Alternative Debt Financing (the “Definitive Debt Agreements”) substantially consistent with (or better than) the terms and conditions contained in the Debt Commitment Letters Letter (including including, as necessary, any flex provisions) or on other terms no less favorable to the Company“market flex” provisions contained in any related fee letter), (iii) satisfy satisfying on a timely basis (or obtaining a waiver of) all conditions in the Debt Commitment Letters Letter and the Definitive Debt Agreements applicable to Parent or its Affiliates that are within their control and (iv) upon complying with the covenants applicable to it in the Debt Commitment Letter and in the Definitive Debt Agreements for the Debt Financing that are within its control to the extent the failure to comply with such covenants could adversely impact the amount, certainty or timing, or the availability of, the Debt Financing or Alternative Debt Financing at the Closing. In the event that all conditions contained in the Debt Commitment Letter have been satisfied, Parent shall use its reasonable best efforts to cause the Debt Financing Sources to fund the Debt Financing at Closing (including by promptly taking enforcement action in the event of a material breach by the Debt Financing Source of their obligations under the Debt Commitment Letter or Definitive Debt Agreements (it being understood that a breach consisting of a refusal to fund in accordance with the terms of the Debt Commitment Letter or Definitive Debt Agreements, as applicable, will be considered a material breach for purposes hereof)). Other than amendments, modifications or supplements to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties to the Debt Commitment Letter (but if and only if the addition of such additional parties, individually or in the aggregate, and together with any amendments or modifications to the Debt Commitment Letter in connection therewith, would not result in the occurrence of a Restricted Commitment Letter Amendment (as defined below), Parent shall not, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed) permit any amendment or modification to, or any waiver of any material provision or remedy under, the Debt Commitment Letter or Definitive Debt Agreements if such amendment, modification, waiver or remedy (A) adds new (or expands or adversely amends or modifies any existing) conditions to the consummation of the Debt Financing in a manner that could reasonably be expected to (x) prevent or delay the Closing or (y) make the timely funding of the Debt Financing, or the satisfaction of the conditions set forth in to obtaining the Debt Commitment LettersFinancing, consummate less likely to occur in any respect, (B) reduces the Debt Financing at or prior to the Closing; it being understood that, if any portion amount of the Debt Financing to an amount that would be provided as contemplated by less than the amount that would be required to pay the Financing Amount, (C) adversely affects the ability of Parent to enforce its rights against other parties to the Debt Commitment Letters pursuant Letter or the Definitive Debt Agreements, (D) waive any remedy available to a public offeringParent or its Affiliates thereunder or adversely affect the ability of Parent or its Affiliates to enforce or cause the enforcement of its rights under the Debt Financing, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to (E) allow for the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt early termination of the Debt Financing Commitment Letter or (F) could reasonably be expected to prevent, impede or delay the consummation of the Merger and those conditions which the other transactions contemplated by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closingthis Agreement (clauses (A)-(F), collectively the Company shall draw upon the commitments under the Debt “Restricted Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment LettersLetter Amendments”). Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable unavailable, or Parent reasonably expects may become unavailable, on the terms and conditions in the Debt Commitment Letter, regardless of the reason therefor (other than Parent has the right to terminate this Agreement pursuant to Section 8.01 hereof), or if Parent reasonably believes that an alternative debt financing (which, for the avoidance of doubt, will include the Series 2022-1 Term Notes referred to in the Debt Commitment Letter) will be more likely to be consummated than the Debt Financing contemplated by the Debt Commitment Letters Letter, Parent will (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall i) use their its reasonable best efforts to assist obtain alternative debt financing (in an amount at least equal to the Financing Amount) from the same or other sources (the “Alternative Debt Financing”) and (ii) promptly notify the Company of such unavailability and the reason therefor or such determination that an Alternative Debt Financing will be more likely to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable be consummated than the terms contained in Debt Financing contemplated by the Debt Commitment LettersLetter. For the purposes of this Section 6.16 (other than as expressly provided otherwise), as the term “Debt Financing” shall be deemed to include any Alternative Debt Financing arranged in compliance herewith, and the term “Debt Commitment Letter” and “Definitive Debt Agreement” shall be deemed to include any commitment letter (or similar agreement) or definitive agreement with respect to any such Alternative Debt Financing; provided, that, notwithstanding anything to the contrary herein, in no event shall any Alternative Debt Financing or amendment with respect to the Debt Commitment Letter be deemed to adversely expand the obligations set forth in this Section 6.16 of the Company and its Subsidiaries. (b) Parent shall promptly as practicable following notify the occurrence Company in writing (i) of such eventany breach or default (or, to its knowledge, any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) by any party to the Debt Commitment Letter or the Definitive Debt Agreement, (ii) of the receipt by any of Parent or Merger Sub or any of their Affiliates of any written notice from any Debt Financing Source with respect to any actual or threatened breach, dispute, termination or repudiation by any party to any Debt Commitment Letter or the Definitive Debt Agreement (but excluding in each case, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or any Definitive Debt Agreement with respect thereto), (iii) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Debt Financing necessary to fund the Financing Amount on the terms, in the manner or from the sources contemplated by the Debt Commitment Letter or pursuant to an Alternative Debt Financing at or prior to the time that the Closing is required to occur pursuant to the terms hereof and (iv) of the termination or expiration of the Debt Commitment Letter or Definitive Debt Agreement. Upon the request of the Company, Parent shall keep the Company reasonably informed (and provide information reasonably requested by the Company) including, without limitation, relating to any circumstance referred to in clause (i), (ii), (iii) or (iv) of the immediately preceding sentence; provided that Parent shall not be obligated to provide any information that would jeopardize any attorney-client privilege) on a reasonably current basis of the status of its efforts to consummate the Debt Financing. Notwithstanding the foregoing, compliance by Parent with this Section 6.16(b) shall not relieve Parent of its obligation to consummate the transactions contemplated by this Agreement, whether or not the Debt Financing is available; provided, that any breach by Parent of this Section 6.16(b) shall not cause the condition in Section 7.03(b) to fail to be satisfied if Parent obtains the Debt Financing in the amount no less than the Financing Amount at or prior to the Closing Date. (c) The CompanyPrior to the Closing, MCK and Echo Holdco shall use their reasonable best efforts tothe Company shall, and shall cause their respective its Subsidiaries and their respective Representatives to to, use their reasonable best efforts toto provide, provide and shall use its reasonable best efforts to cause its Representatives, as jointly determined by the Company and Parent and at Parent’s sole expense, to provide, all cooperation as is customary and reasonably requested by Parent in connection with the arrangement of the Debt Financing as may be reasonably requested(provided that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Company or any of its Subsidiaries); including using reasonable best efforts to, including: upon Parent’s reasonable request: (i) participation participate in a reasonable number of virtual meetings, conference calls, presentations, road shows, due diligence sessions, drafting sessions, presentations, “road shows” sessions and sessions with prospective Financing Sourcesarrangers, investors and ratings potential lenders and/or rating agencies, at reasonable times and reasonably cooperating with the marketing efforts of the Company locations mutually agreed, and its Financing Sources, in each case in connection with the Debt Financing; upon reasonable notice; (ii) assisting assist Parent with the preparation of materials for (but shall have no obligation to prepare) customary rating agency presentations, bank information memoranda, offering documentsmemoranda, confidential information memoranda, private placement memoranda, bank information memoranda prospectuses and similar marketing documents and investor and lender presentations (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents letter) required in connection with the Debt Financing; Financing; (iii) timely furnishing assist Parent in connection with the preparation of (but not executing prior to the Closing) any loan agreement, guarantees, pledge and security documents and other definitive financing documents as may be reasonably requested by Parent or the Lenders and otherwise reasonably cooperating with Parent and the Lenders in facilitating the pledging of collateral and the granting of security interests relating to the collateral if required by the Debt Commitment Letter, it being understood that such documents will not take effect until the Closing; (iv) provide or obtain customary closing, solvency and perfection certificates and insurance, in each case, as reasonably requested by Parent provided that they are contingent on the completion of the Debt Financing; (v) take all corporate and other customary actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the Debt Financing; (vi) obtain from the Company’s existing banking lenders customary payoff letters, lien releases and instruments of termination or discharge; (vii) as promptly as practicable, furnish Parent with such pertinent historical consolidated financial statements and other pertinent historical financial information regarding the Company, Company as may be reasonably requested by Parent for the Core MTS Business and/or consummation of the Echo Business, including financial statements, Debt Financing and provide Parent with information reasonably requested by Parent in connection with (but not be responsible for) Parent’s preparation of customary pro forma financial information, financial data, audit reports information and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) statements; and (Bviii) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days three (3) Business Days prior to the Closing Date, provide all documentation and other information about the Company and each of its Subsidiaries as is reasonably requested in writing by Parent at least ten (10) Business Days prior to the extent required under Closing Date that relates to applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT Act and customary beneficial ownership certifications. The foregoing notwithstanding, nothing in order to satisfy this Section 6.16(c) or otherwise shall require (i) any persons who are directors of the conditions set forth in paragraph 13 Company or any of Exhibit D its Subsidiaries prior to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary Date to permit the consummation pass resolutions or consents to approve or authorize any aspect of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company extent they are not continuing in the form of Annex I to Exhibit D to same role following the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause Closing Date; (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at Subsidiaries to pass resolutions or consents to approve or authorize any aspect of the Debt Financing prior to the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, that is not contingent on the occurrence of the Closing and Closing; (Ciii) no personal liability shall be imposed on the officers Company or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (any of its Subsidiaries or any of their respective Subsidiaries, Representatives to enter into any agreement (other than customary authorization letters and KYC/beneficial ownership certification documentation) or undertake any obligation which becomes effective prior to the Closing and that is not contingent on the occurrence of the Closing; (iv) the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other cost or expense, in each case prior to the Closing that is not contingent on the occurrence of the Closing; (v) the Company, any Subsidiary or any Representative thereof to deliver any opinion; (vi) the Company or any of its Subsidiaries to take any action that could reasonably be expected to (A) conflict with, or result in any violation or breach of, or default under, the organizational documents thereof, any applicable Law, or any material contract to which it is a party; (B) result in the waiver of any legal privilege; (C) cause any condition to the Closing set forth in Article 7 to not be satisfied; or (D) cause a breach of this Agreement; (viii) any Representative of the Company to deliver any certificate or take any other action in any personal capacity; or (ix) the preparation of quarterly or annual financial statements for the Company with a different fiscal quarter or fiscal year end than the Company’s current fiscal quarter and fiscal year end dates. (d) Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonably attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with the cooperation contemplated by Section 6.16(c) (other than the preparation of its normal quarterly and annual financial statements). Parent shall indemnify and hold harmless the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets Representatives from and against any and all losses, damages, claims, costs, charges or expenses (including reasonable attorneys’ fees), suffered or incurred by them (A) in connection with (i) the Debt Financing (including the arrangement or obtaining thereof), (ii) any action taken by them pursuant to Section 6.16(c), or (iii) any information utilized in connection with the Debt Financing,(2Financing except with respect to any historical financing statements or other information provided by or on behalf of the Company or any of its Subsidiaries in writing specifically for use in connection with any Debt Financing or (B) guarantee to the extent any of the Company’s foregoing are attributable to the bad faith, willful misconduct or fraud of the Company or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities)Representatives. (e) The CompanyCompany hereby consents to the reasonable and customary use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions that such logos are used solely in a manner that is not intended to or reasonably required by, likely to harm or disparage the other Parties in order to facilitate the termination and payoff Company or any of the commitments under Subsidiaries or the Echo Holdco Debt at reputation or prior to Closing (including goodwill of the repayment in full Company or any of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing)Subsidiaries.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries 13.13.1 Each Buyer Party shall use their its reasonable best efforts to assist the Company 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 consummate its respective Debt Financing on the terms and conditions described in the its respective Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their using reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (iia) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Companytherein, (iiib) satisfy on a timely basis all terms, covenants and conditions applicable to such Buyer Party in the Debt Commitment Letters that are within their control such definitive agreements, and (ivc) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the ClosingInitial Closing Date; it being understood thatprovided, however, that if a Buyer Party has raised through alternative sources sufficient funds to meet its obligations to pay its portion of the Cash Purchase Price and any costs or expenses incurred by such Buyer Party in connection with the consummation of the Contemplated Transactions without any proceeds under such Debt Financing, such Buyer Party shall have no obligation to arrange Debt Financing on the terms and conditions described in its respective Debt Commitment Letter or otherwise. In the event any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing either Buyer Party becomes unavailable on the terms and conditions contemplated by in the applicable Debt Commitment Letters (including any flex provisions)Letter, and to the Companyextent such Buyer Party will not have sufficient funds to meet its obligations to pay its portion of the Cash Purchase Price without some or all of the proceeds under such Debt Financing, MCK and Echo Holdco and their respective Subsidiaries such Buyer Party shall use their its reasonable best efforts to assist the Company arrange to arrange and obtain any such portion from alternative sources, sources on terms, taken comparable or more favorable terms to such Buyer Party (as whole, that are no less favorable than the terms contained determined in the Debt Commitment Letters, reasonable judgment of such Buyer Party) as promptly as practicable following the occurrence of such event. Each Buyer Party will furnish correct and complete copies of all definitive agreements with respect to the Debt Financing to Seller promptly upon their execution. No Buyer Party shall amend or alter, or agree to amend or alter, the Debt Commitment Letters in any manner that would prevent or materially impair or delay the consummation of the Contemplated Transactions without the prior written consent of Seller. 13.13.2 Each Buyer Party shall keep Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange its respective Debt Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letter if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect such Buyer Party’s ability to consummate the Contemplated Transactions, without first obtaining Seller’s prior written consent (c) The Companynot to be unreasonably withheld or delayed). 13.13.3 Notwithstanding anything to the contrary in this Agreement, MCK the Buyer Parties acknowledge and Echo Holdco agree that their obligations hereunder are not conditioned in any manner upon their obtaining any financing, and the existence of any conditions contained in their respective Debt Commitment Letters shall use their reasonable best efforts tonot constitute, or be construed to constitute, a condition to the consummation of the Contemplated Transactions; provided, however, that the foregoing shall not limit in any manner the ability of the any Party to terminate this Agreement in accordance with Article 15 and the sole remedy for any such termination shall be as described in Section 15.3. 13.13.4 Seller agrees to provide, and shall cause their respective Subsidiaries the Archstone Entities and its and their respective Representatives to use their Commercially Reasonable Efforts to provide, all reasonable best efforts to, provide all cooperation in connection with the arrangement of the Debt Financing and any debt, equity or other offering or source of financing by AVB, ERPOP or EQR prior to the Initial Closing as may be reasonably requestedrequested by the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Business of the Archstone Entities), including: including (ia) participation in meetingsmeetings with potential lenders and underwriters, due diligence sessionsupon reasonable prior notice by the Buyer Parties, drafting sessions(b) furnishing Buyer Parties with pertinent information available to the Archstone Entities and their Representatives regarding the Archstone Entities and the Transferred Assets and the Transferred Subsidiary Assets, presentationssubject to the terms and conditions of the applicable confidentiality agreements, “road shows” (c) assist the Buyer Parties, to the extent reasonably necessary, in obtaining customary accountants’ comfort letters and sessions with prospective Financing Sources, investors and ratings agenciesconsents from the Archstone accountants, and reasonably cooperating (d) assist with the marketing efforts preparation of the Company and its Financing Sources, in each case customary materials in connection with the Debt Financing; (ii) assisting with the preparation Financing or any such other debt, equity or other offering or source of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required financing by Regulation S-X AVB or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing ERPOP to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act such documents described in order this clause (d) contain disclosure reflecting or referring to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation any of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting Archstone Entities or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved)Joint Ventures; provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any performance of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the CompanySeller’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives obligations pursuant to this Section 5.03 13.13.4 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted not cause Seller to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in incur any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities)unreimbursed Liability. (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) 2.15.1 Merger Sub shall, at the direction of the Requisite Investors, negotiate, enter into and borrow under the definitive documentation relating to the Debt Financing. The CompanyRequisite Investors shall be the primary negotiators on behalf of the Investors regarding the terms of the definitive documentation relating to the Debt Financing. Notwithstanding the foregoing, MCK Merger Sub shall not, and Echo Holdco and their respective Subsidiaries the Requisite Investors shall use their reasonable best efforts to assist the Company to arrange and obtain the not permit Merger Sub to, enter into or borrow under any agreement in connection with Debt Financing on terms that are materially adverse to Merger Sub or the Investors compared to the terms and conditions described set out in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their reasonable best efforts to (i) maintain unless such agreement or borrowing has been approved by each Investor. The Investors shall work together and cooperate in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation good faith in connection with arranging and negotiating the arrangement of full documentation relating to the Debt Financing. Each Investor shall provide such assistance in connection with arranging and negotiating the full documentation relating to the Debt Financing as may be reasonably requestedrequested by the Requisite Investors. 2.15.2 To the extent legally permissible, including: (i) participation in meetingseach Investor shall furnish the Financing Banks, due diligence sessionsas promptly as reasonably practicable, drafting sessionswith financial and know-your-client information and execute and deliver such financing documents, presentationscorporate authorization documents, “road shows” certificates and sessions with prospective other supporting documentation as are reasonably or customarily requested by the Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case Banks in connection with the Debt Financing; , subject to appropriate confidentiality undertakings satisfactory to each Investor. In addition, each Investor shall use reasonable best efforts, to the extent legally permissible, to furnish the Financing Banks with information reasonably or customarily requested (iiand in such Investor’s possession) assisting with by the Financing Banks regarding the financial condition, business, operations and assets of the Company, in order for the Financing Banks to evaluate the Company and the terms of the Debt Financing. Each Investor further agrees to reasonably assist in providing information required for the preparation of materials for rating agency presentationsthe Financing Banks, offering documents, private placement memoranda, bank including information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial . For the avoidance of doubt, the obligations of the Investors under this Section 2.15.2 shall be subject to the fiduciary duties and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information obligations of the type required by Regulation S-X Investors under applicable Laws. 2.15.3 Each Investor shall or Regulation S-K under the Securities Act and other information of the type customarily shall cause its, his or her Affiliates (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 that any of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of such Affiliates is or will be a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation direct shareholder of the Debt Financing and Surviving Company as at the Effective Time) to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and grant security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions over all of the Company shares in the Surviving Company held by such person(s) with effect from the Effective Time (each a “Surviving Company Share Pledge Agreement”) in form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information substance acceptable to the Financing Sources Banks and other potential sources of capital, rating agencies deliver all instruments and prospective lenders (but not prospective investors in any debt securities offering) during syndication documents and do all acts and things as the Financing Banks may reasonably require pursuant to the terms of the Debt Financing Surviving Company Share Pledge Agreement or any permitted replacement, amended, modified or alternative financing subject to give effect to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities)transactions contemplated thereby after the Effective Time. (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (ai) The Company, MCK Each of Parent and Echo Holdco and their respective Subsidiaries Merger Sub shall use their respective reasonable best efforts to assist the Company take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their using its reasonable best efforts to (i) maintain in full force and effect the Debt Commitment LettersLetter, (ii) satisfy, or cause to be satisfied, on a timely basis, all conditions to Parent and Merger Sub obtaining the Debt Financing set forth therein (including the payment of any fees required as a condition to the Debt Financing) required to pay the applicable portion of the Required Amount contemplated by the Debt Commitment Letter that are to be satisfied by Parent or Merger Sub, (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters Letter (including any related flex provisions) or on other terms that are in the aggregate not materially less favorable, taken as a whole, to Parent (including with respect to conditions set forth in the Debt Commitment Letter) so that such agreements are in effect not later than the Acceptance Time so as to enable Parent and Merger Sub to comply with their obligations under Section 1.1(e), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their (iv) using its reasonable best efforts to assist cause the Debt Financing Sources to provide the Debt Financing in accordance with the terms thereof, and so as to enable Parent and Merger Sub to comply with their obligations under Section 1.1(e), to the extent the proceeds thereof are required for the Financing Purposes. Parent and Merger Sub shall give the Company prompt written notice (and in any event within one Business Day) (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to result in breach or default) by any party to the Debt Commitment Letter of which Parent or Merger Sub becomes aware, (B) if and when Parent and/or Merger Sub becomes aware that any portion of the Debt Financing contemplated by the Debt Commitment Letter would not reasonably be expected to be available for the Financing Purposes, (C) of the receipt of any written notice or other written communication from any Person with respect to any (1) actual or potential breach, default, termination or repudiation by any party to the Debt Commitment Letter or (2) material dispute or disagreement between or among any parties to the Debt Commitment Letter (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing) and (D) of any expiration or termination of the Debt Commitment Letter. As soon as reasonably practicable, each of Parent and/or Merger Sub shall provide any information available to such party that is reasonably requested by the Company relating to any circumstance referred to in clause (A), (B), (C) or (D) of the immediately preceding sentence. Without limiting the foregoing, upon reasonable request by the Company, Parent and Merger Sub shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of their efforts to arrange the Debt Financing. If any portion of the Debt Financing becomes, or would reasonably be expected to become, unavailable (whether through expiration, termination or otherwise) on the terms and conditions contemplated in the Debt Commitment Letter (after taking into account flex terms), Parent and Merger Sub shall use their respective reasonable best efforts to arrange and obtain any such portion alternative financing, including from alternative sources, on terms, taken as whole, terms that in the aggregate are no not materially less favorable to Parent and Merger Sub (including with respect to any conditions to the Debt Financing) than the terms contained in Debt Financing contemplated by the Debt Commitment Letters, Letter and in an amount that is sufficient to replace any unavailable portion of the Debt Financing (“Alternative Financing”) as promptly as practicable following the occurrence of such event. event (cand in no event later than one Business Day prior to the Acceptance Time or such earlier time as may be necessary so as to enable Parent and Merger Sub to comply with their obligations under Section 1.1(e)), and the provisions of this Section 6.16(b) The Companyshall be applicable to the Alternative Financing, MCK and Echo Holdco all references to the Debt Financing shall be deemed to include such Alternative Financing and all references to the Debt Commitment Letter shall include the applicable documents for the Alternative Financing. Parent and Merger Sub shall (1) comply with the Debt Commitment Letter, (2) use their reasonable best efforts to (x) enforce their rights under the Debt Commitment Letter and (y) subject to the satisfaction or waiver of the conditions precedent thereto, cause the Debt Financing Sources to fund the Debt Financing pursuant to the terms thereof (it being understood and agreed that neither Parent nor Merger Sub shall have any obligation to litigate or contest any action, lawsuit or other legal, regulatory or other Proceeding in respect thereof) and (3) not permit, without the prior written consent of the Company, any material amendment or modification to be made to, and shall cause their respective Subsidiaries and their respective Representatives or any termination, rescission or withdrawal of, or any material waiver of any provision or remedy under, the Debt Commitment Letter or the fee letter referred to use their reasonable best efforts toin the Debt Commitment Letter that (individually or in the aggregate with any other amendments, provide all cooperation in connection with modifications or waivers) would reasonably be expected to (x) reduce the arrangement aggregate amount of the Debt Financing as may available thereunder (including by changing the amount of fees to be paid or original issue discount thereof), or (y) impose any new or additional condition, or otherwise amend, modify or expand any condition, to the receipt of any portion of the Debt Financing in a manner that would reasonably requestedbe expected to (I) delay or prevent the Closing Date, including:(II) make the funding of any portion of the Debt Financing (or satisfaction of any condition to obtaining any portion of the Debt Financing) less likely to occur or (III) adversely impact (a) the ability of Parent or Merger Sub to enforce their respective rights against any other party to the Debt Commitment Letter or (b) the ability of Parent or Merger Sub to consummate the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, compliance by ▇▇▇▇▇▇ and Merger Sub with this Section 6.16(b) shall not relieve Parent and Merger Sub of their respective obligation to consummate the transactions contemplated by this Agreement, whether or not the Debt Financing or Alternative Financing is available. Parent shall promptly deliver to the Company true and complete copies of all agreements pursuant to which any such Alternative Financing source shall have committed to provide Parent and/or Merger with any portion of such Alternative Financing. (iii) participation in meetings▇▇▇▇▇▇ and Merger Sub shall indemnify, due diligence sessions, drafting sessions, presentations, “road shows” defend and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of hold harmless the Company and its Financing Sourcesthe Company Subsidiaries, in each case and their respective directors, officers, employees and other Representatives, from and against any and all damages incurred, directly or indirectly, in connection with the Debt Financing; (ii) assisting with Financing or any information provided in connection therewith. Parent shall promptly reimburse the preparation of materials Company and the Company Subsidiaries, as applicable, for rating agency presentations, offering documents, private placement memoranda, bank information memoranda all reasonable and documented out-of-pocket costs (including a bank information memorandum that does not include material non-public information reasonable attorneys’ fees and ratings agencies’ fees) incurred by the delivery of customary authorization letters with respect to Company or the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required Company Subsidiaries in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X cooperation described in Section 6.15 or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability otherwise in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts to assist the Company take, or cause to arrange be taken, all reasonable actions and to do, or cause to be done, all things reasonably necessary or advisable to obtain the Debt Financing contemplated by the Debt Commitment Letter on the terms and subject to the conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter (including any definitive agreements entered into in connection therewith) until the earliest of the consummation of the Transactions, the termination of this Agreement or the time at which any Alternative Financing is obtained, (ii) satisfy on a timely basis (taking into account the anticipated timing of the Marketing Period) all conditions in the Debt Financing Agreements (as defined below) and in the Debt Commitment Letter applicable to Parent and Merger Sub (and that are within their control) to obtaining the Debt Financing contemplated thereby, (iii) negotiate and enter into definitive agreements with respect thereto to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions contained in the Debt Commitment Letters Letter (including any as modified, to the extent exercised, by the flex provisionsprovisions applicable thereto) or otherwise consistent in all material respects with the Debt Commitment Letter and on other terms no less favorable that would not (A) add any condition precedent to funding of the Debt Financing, or otherwise expand or adversely amend or modify any of the conditions precedent to the Companyreceipt of the Debt Financing, or (iiiB) satisfy on a timely basis reduce the amount of the Debt Financing below an amount necessary (together with the proceeds of the Preferred Stock Issuance) to fund all conditions in of the amounts required to be provided by Parent or Merger Sub for the consummation of the Transactions contemplated by this Agreement (including the payment of the Cash Merger Consideration) (such definitive agreements, together with the Debt Commitment Letters that are within their control Letter, the “Debt Financing Agreements”), and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood , taking into account the anticipated timing of the Marketing Period (which efforts shall include making demand upon the Financing Sources to consummate the Debt Financing to the extent the conditions thereto have been satisfied (other than those which are dependent upon, or are to occur simultaneously with, the funding of the Debt Financing)), in each case, subject to the Company’s compliance with its obligations under Section 6.8(c) (other than any failures to comply with Section 6.8(c) that, individually and in the aggregate, are not material) (together with the proceeds of the Preferred Stock Issuance). Parent shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing to the extent reasonably requested by the Company for purposes of monitoring the progress of the activities relating to the Debt Financing to the extent not prohibited by the confidentiality provisions contained in the Debt Financing Agreements. Without limiting the generality of the foregoing, Parent will promptly notify the Company (A) if Parent becomes aware of any material breach or material default by any party to any of the Debt Financing Agreements, (B) of the receipt of any written notice or other written communication from any Financing Source with respect to (x) any material breach, default, termination or repudiation under or in respect of any Debt Financing Agreement by any party thereto or (y) any material dispute or material disagreement between or among any parties to any of the Debt Financing Agreements with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing necessary to fund the Transactions and (C) if at any time for any reason Parent believes in good faith that it will not be able to obtain all or any portion of the Debt Financing necessary to fund the amounts required to be provided as contemplated by Parent or Merger Sub for the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt consummation of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableTransactions. (b) In the event that If any portion of the Debt Financing becomes necessary to fund the amounts required to be provided by Parent or Merger Sub for the consummation of the Transactions contemplated by this Agreement becomes, or is reasonably likely to become, unavailable on the terms and conditions contemplated by the applicable Debt Commitment Letters Financing Agreements (including any flex provisions)giving effect to, to the extent exercised, the Companyflex provisions applicable thereto) or for any reason any of the Debt Financing Agreements, MCK after execution and Echo Holdco and their respective Subsidiaries delivery thereof by all parties thereto, shall be withdrawn, repudiated, terminated or rescinded, Parent will use their its reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Lettersreplacement thereof, as promptly as reasonably practicable following the occurrence of such eventevent (and in any event no later than the Closing), alternative debt financing from alternative debt sources (such alternative financing, the “Alternative Financing”) (i) in an amount sufficient to consummate the Transactions, (ii) the availability of which shall not be subject to additional or expanded conditions as compared to those set forth in the Debt Commitment Letter, (iii) which would not prevent or materially delay and would not reasonably be expected to prevent or materially delay the consummation of the Debt Financing or the Transactions and (iv) otherwise on terms and conditions that, taken as a whole, are not materially less favorable to Parent, Merger Sub and the Company than the terms and conditions of the Debt Commitment Letter. Parent shall deliver to the Company true, correct and complete copies of all commitment letters or other similar arrangements (including fee letters redacted only for fee, “market flex” and certain economic terms in a manner customary for transactions of this type) related to any Alternative Financing. For purposes of this Agreement, (A) the term “Debt Financing” as used in this Agreement will be deemed to include any such Alternative Financing, (y) the term “Debt Commitment Letter” will be deemed to include any commitment letters with respect to any such Alternative Financing and (z) the term “Debt Financing Agreements” will be deemed to include any definitive agreement with respect to the Alternative Financing. (c) The CompanyOn and prior to the Closing Date, MCK and Echo Holdco the Company shall use their reasonable best efforts toefforts, and shall cause their respective its Subsidiaries and their respective officers, employees, advisors and other Representatives to use their reasonable best efforts toefforts, to provide all such cooperation in connection with the arrangement of, and satisfaction of the conditions to, the Debt Financing as may is reasonably requested by Parent. Such cooperation shall include the following, each of which shall be reasonably requested, includingat Parent’s written request with reasonable prior notice: (i) participation by the senior management team (with appropriate seniority and expertise) of the Company and its Subsidiaries in the marketing activities undertaken in connection with the marketing of the Debt Financing, including (A) assistance in preparation of customary marketing materials and due diligence sessions related thereto, (B) preparation for and participation in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions, presentations, “road shows” , conference calls, lender meetings and sessions other customary syndication activities with prospective Financing Sourceslenders and debt investors, investors in each case, at reasonable times and upon reasonable notice and (C) delivery of customary authorization and representation letters (including customary representations (solely with respect to the Company and its Subsidiaries) with respect to the absence of material non-public information in the public-side version of documents distributed to potential lenders and the absence of material misstatements); (ii) reasonable assistance with obtaining ratings from one or more rating agencies (including corporate ratings and ratings agenciesfor the Debt Financing), and reasonably cooperating with the marketing efforts including participation by senior management of the Company and its Financing SourcesSubsidiaries in, in each case in connection and assistance with, the preparation of rating agency presentations and meetings with the Debt Financingrating agencies; (iiiii) assisting with (A) furnishing due diligence materials, financial and other pertinent information relating to the Company and its Subsidiaries and its and their respective businesses (including information to be used in the preparation of materials for rating agency presentations, an information package, bank confidential information memoranda, offering documents, private placement memorandaprospectus, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information offering memoranda and consents similar customary documents regarding the business, operations, financial projections and prospects of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses Company and similar documents its Subsidiaries reasonably required in connection with the Debt Financing; (iii) timely furnishing financial to Parent, Merger Sub and other pertinent information regarding the CompanyFinancing Sources, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information in each case that is customary for purposes of the type required by Regulation S-X or Regulation S-K under the Securities Act syndication and other information consummation of the type customarily (A) included Debt Financing to the extent reasonably requested by Parent to assist in a bank the preparation of customary prospectus, offering or information memorandum documents to be used in connection with the Debt Financing (including pro forma financial informationin connection with the syndication of a credit facility) and that is reasonably available to the Company and (B) reviewing and commenting on Parent’s draft of a registered offering of debt securities by Regulation S-X business description (solely as it relates to the Company and Regulation S-K under the Securities Act and of the type and form that are customarily its Subsidiaries) to be included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act offering documents and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereofother marketing materials; (iv) obtaining providing as promptly as reasonably practicable (xand in any event, no less than four (4) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days Business Days prior to the Closing Date) such other documentation and other information reasonably requested by the Financing Sources at least nine (9) Business Days prior to the extent required Closing Date under applicable “know your know-your-customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D Act), including, without limitation, if applicable, a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230 relating to the Debt Commitment LettersCompany or any of its Subsidiaries; (v) facilitating cooperating to facilitate the pledging of, granting of a security interest interests in and obtaining perfection of any Liens on, collateral (including using reasonable efforts to, at the Closing and perfection thereofsubject to the occurrence of the Effective Time, deliver original copies of all certificated securities and instruments (with transfer powers executed in blank) at Closing in required to be provided as collateral as security for under the Debt Financing; andCommitment Letter), as may be reasonably requested by Parent and the Financing Sources; (vi) executing and delivering, subject to the occurrence of the Effective Time, financing agreements and such pledge and security and related documents and certificates as may be reasonably requested by Parent or the Financing Sources; (vii) establishing bank and other accounts, subject to the occurrence of the Effective Time, and blocked account agreements and lock-box arrangements to the extent necessary in connection with the Debt Financing; (viii) furnishing Parent and the Financing Sources as promptly as reasonably practicable with such other financial and other information regarding the Company and its Subsidiaries as Parent and the Financing Sources may reasonably request and that is reasonably available to the Company; (ix) executing and delivering any certificates as may be reasonably requested by Parent (other than as to solvency matters) with respect to certain financial information in the offering documents not otherwise covered by “comfort” letters described above so long as such certificate does not relate to (A) any financial information concerning the Company and its Subsidiaries that the Company and its Subsidiaries do not maintain in the Ordinary Course or (B) any other information not reasonably available to the Company under its current reporting systems; (x) taking all corporate actions actions, subject to the occurrence of the Effective Time, reasonably requested by Parent that are necessary or customary to permit the consummation of the Debt Financing Financing, and to permit the proceeds thereof to be made available on the Closing Date to consummate the Company and Transactions; (yxi) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions reasonable assistance of the Company in the form senior management of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries andin complying with relevant publicity guidelines with respect to any Debt Financing, subject including refraining from public comment in respect thereof without the prior consent of Parent, except as may be required by applicable Law; (xii) requesting that its independent auditors assist and cooperate with the Debt Financing, including by providing the Specified Auditor Assistance; (xiii) delivering to Parent and its Financing Sources the information with respect to the consummation business, operations and financial condition of the Company and its Subsidiaries that is expressly required to be provided by the Debt Commitment Letter (including, without limitation, the Required Information); and (xiv) causing the Required Information, when delivered by the Company to Parent and its Financing Sources, not to contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were made. provided, however, that, notwithstanding the foregoing, (A) no obligation of the Company or any of its Subsidiaries under any such certificate, document or instrument (other than (x) the certificates to provide comfort referred to in clause (x) above and (y) the authorization and representation letters referred to in clause (i) above and “know-your-customer” and beneficial ownership information referred to in clause (iv) above) shall be effective until the Effective Time, (B) none of the Company or any of its Subsidiaries shall be required to execute or take any action under any such certificate, document or instrument (other than (x) the certificates to provide comfort referred to in clause (x) above and (y) the authorization and representation letters referred to in clause (i) above and “know-your-customer” and beneficial ownership information referred to in clause (iv) above) that is not contingent upon the Closing (including the entry into any agreement that is effective before the Closing) or that would be effective prior to the Effective Time, Echo Holdco (C) the Company and its Subsidiaries and their respective directors, officers and employees shall not be required to pass any resolution or consent to approve or authorize the MCK Contributed EntitiesDebt Financing that would be effective prior to the Effective Time or take any action that would cause any such director, officer or employee to incur or be exposed to any actual or potential personal liability, (D) the Company and its Subsidiaries shall not be required to take any action that (1) pledge conflicts with any Law or cause the organizational documents of the Company or permit any Lien to be placed on any of their respective assets its Subsidiaries existing on the date hereof, or that conflicts with or would result in connection with a breach of or a default under any Material Contract existing on the Debt Financing,(2date hereof, (2) guarantee would require the Company or any of its Subsidiaries to disclose information subject to any attorney-client privilege (provided, however, that the Company’s Company shall use its reasonable efforts to allow for such access or its Subsidiaries’ indebtedness or disclosure to the extent that does not result in a loss of any such attorney-client privilege), (3) incur would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or (4) would require the Company or any liability of its Subsidiaries to bear any out-of-pocket third party cost or expense or pay any fee prior to the Closing (except to the extent Parent will reimburse such cost, expense or fee, other than as provided in connection the proviso to subsection (f) below), and (E) the Company and its Subsidiaries shall not be required to deliver any legal opinion or negative assurance letter. Nothing in this Section 6.8 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to any of the Debt Financing. (d) All material non-public information provided by MCK or At the Echo Parties or any request of their respective Subsidiaries or Representatives pursuant to this Section 5.03 Parent, the Company shall be kept confidential review and comment on marketing materials used in accordance connection with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication arrangement of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closingdissemination of such materials to potential lenders or other counterparties to any proposed financing transaction (or filing with any Government Authority).; provided, that the Company shall communicate in writing its comments, if any, to Parent and its counsel within a reasonable

Debt Financing. (a) The Company10.1 AerCap and the AerCap Entities shall use, MCK and Echo Holdco and shall cause their respective Subsidiaries shall use their Affiliates to use, reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofFinancing Commitments, including their using reasonable best efforts to (ia) maintain in full force and effect the Debt Commitment LettersFinancing Commitments until the earliest of the consummation of the transactions contemplated by this Agreement, the termination of this Agreement and the time at which any Alternative Financing is obtained, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iiib) satisfy (or cause their Affiliates to satisfy) on a timely basis all conditions in to obtaining the Debt Commitment Letters Financing that are applicable to it and within their its control and (iv) upon satisfaction of the conditions as set forth in the Debt Commitment LettersFinancing Commitments and such definitive agreements as are to be entered into pursuant thereto (such agreements, consummate the “Debt Financing Agreements”), (c) negotiate and enter into the Debt Financing at Agreements on terms and conditions described in the Debt Financing Commitments (including any “flex” provisions contained therein) or prior to otherwise on terms that would not (1) reduce the Closing; it being understood that, if any portion aggregate principal amount of the Debt Financing below the amount necessary to be provided as contemplated satisfy the AerCap Entities’ obligation to pay (x) the aggregate Cash Consideration and (y) any fees and expenses of or payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A Financing or (2) impose new or additional conditions or otherwise has not been provided, and all adversely amend or modify any of the conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not Financing, in each case, in a manner that would reasonably be satisfied except by actions taken at expected to prevent or materially delay the Closingreceipt of the Debt Financing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments (d) enforce its rights under the Debt Commitment Letters to provide the bridge financing contemplated by Financing Commitments and on the terms and conditions (including any applicable “flex” provisionse) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of consummate the Debt Financing contemplated by the Debt Commitment Letters Financing Commitments at or prior to the Completion and shall give each other notice of any material adverse change with respect to such timely cause the Lenders party thereto to fund the Debt Financing as promptly as practicable. (b) Financing. In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by set forth in the Debt Commitment Letters (including any flex provisions)Financing Commitments, AerCap shall promptly notify the Parent and the Existing Shareholders in writing of such unavailability and, to its knowledge, the Companyreason therefor, MCK and Echo Holdco AerCap and the AerCap Entities shall, and shall cause their respective Subsidiaries shall Affiliates to, use their respective reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Lettersobtain, as promptly as practicable following the occurrence of such event, alternative financing from alternative sources (“Alternative Financing”) on terms that will enable AerCap to consummate the transactions contemplated by this Agreement and that are not materially less favorable, taken as a whole, to the Companies or AerCap (in the reasonable judgment of AerCap) than the terms set forth in the Debt Financing Commitments and would not involve any conditions to funding the Debt Financing that (1) are not contained in the Debt Financing Commitments and (2) would reasonably be expected to prevent or materially delay the consummation of the Debt Financing or such Alternative Financing. AerCap shall deliver to the Parent and the Existing Shareholders true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide AerCap with the Alternative Financing (except for customary non-disclosure agreements and except that fee letters and engagement letters may be redacted in a customary manner). Except for any increased fees or original issue discount as contemplated in the “flex” provisions of the fee letters related to the Debt Financing, AerCap shall not agree to or permit, without the Parent’s prior written consent, any amendment, supplement or other modification of, or any waiver of any of its rights under, the Debt Financing Commitments if such amendment, supplement, modification or waiver (A) reduces the aggregate amount of the Debt Financing below the amount necessary to satisfy the AerCap Entities’ obligation to pay (1) the aggregate Cash Consideration and (2) any fees and expenses of or payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Financing or (B) adds any covenants or conditions, compliance with which would result in a breach or default under any Indebtedness of any Company Group Member, or (C) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to (I) materially delay or prevent the Completion, (II) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur, (III) reduce the aggregate amount of the Debt Financing below the amount necessary to satisfy the AerCap Entities’ obligation to pay (x) the aggregate Cash Consideration and (y) any fees and expenses of or payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Financing or (IV) adversely impact the ability of AerCap to consummate the transactions contemplated by this Agreement or the likelihood of AerCap doing so or (V) adversely impact the ability of AerCap to enforce its rights against other parties to the Debt Financing Commitments or the Debt Financing Agreements. AerCap shall promptly deliver to the Parent, Existing Shareholders and the Companies copies of any amendment, supplement or other modification of, and any waiver with respect to, the Debt Financing Commitments promptly upon execution thereof. AerCap shall give the Parent and the Existing Shareholders prompt written notice of (x) any material breach, default, repudiation, cancellation or termination by any party to the Debt Financing Commitments of which AerCap becomes aware or any termination of all or a portion of the Debt Financing Commitments, or (y) any material dispute or disagreement between or among AerCap, on the one hand, and the Lenders on the other hand, or, to the knowledge of AerCap, among any Lenders with respect to the obligation to fund any of the Debt Financing or the amount of the Debt Financing to be funded at Completion. If at any time for any reason AerCap believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the terms and conditions, in the manner or from the sources contemplated by the Debt Financing Commitments or the Debt Financing Agreements, AerCap shall deliver prompt written notice thereof to the Parent and the Existing Shareholders. AerCap shall keep the Parent and the Existing Shareholders informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and provide to the Parent copies of all related documents, including drafts of the Debt Financing Agreements and the definitive versions thereof, as is reasonably necessary to keep the Parent and the Existing Shareholders so informed upon request of the Parent. In no event shall the unavailability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by or to AerCap or any of its Affiliates or compliance by AerCap with this clause 10.1 excuse AerCap or any of its Affiliates from performance of any of its respective obligations hereunder. As applicable, references in this Agreement (other than with respect to representations made by the AerCap Entities or AerCap that speak as of the Signing Date) to (i) the Debt Financing shall include any Alternative Financing, (ii) the Debt Financing Commitments shall include any commitment letter or other agreement pursuant to which any alternative source shall have committed to provide the AerCap Entities or AerCap with any portion of any Alternative Financing and (iii) the Debt Financing Agreements shall include the definitive documentation relating to any Alternative Financing. Notwithstanding anything in this Agreement to the contrary, AerCap and the AerCap Entities shall not incur any Indebtedness that would violate the terms of, or otherwise conflict with the funding conditions to, the Debt Financing. (c) The Company10.2 Prior to the Completion, MCK and Echo Holdco the Parent shall use their its reasonable best efforts toefforts, and shall cause their respective Subsidiaries each of its Affiliates to use its reasonable best efforts, and their shall cause the respective Representatives of the Parent and its Affiliates to use their reasonable best efforts toefforts, in each case at AerCap’s expense, to provide all such customary cooperation to AerCap as may be reasonably required or requested in connection with the arrangement of Debt Financing (or Alternative Financing), including (a) reasonably cooperating with the marketing efforts for the Debt Financing as may be reasonably requestedFinancing, including: including participating (iincluding by way of causing management, officers and advisors to so participate) participation in a reasonable number of meetings, due diligence sessions, “roadshows”, drafting sessions, presentations, “road shows” lender presentations and sessions with rating agencies and prospective Financing Sourceslenders and/or investors, investors and ratings agencies, and (b) reasonably cooperating with to facilitate the marketing efforts pledging of, granting of the Company security interests in and its Financing Sourcesobtaining perfection of any liens on, in each case collateral in connection with the Debt Financing; Financing (iiincluding by executing and delivering as of the Completion Date the Debt Financing Agreements, pledge and security documents and other customary certificates or documents, to the extent reasonably requested by AerCap (provided that (A) assisting none of such documents or certificates shall be executed and/or delivered except in connection with the preparation Completion, (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of materials for rating agency presentationsthe Completion and (C) no liability shall be imposed on any officers or employees of the Parent, offering documentsthe Existing Shareholders, private placement memorandathe Company Group Members or any of their subsidiaries)) and using reasonable best efforts to obtain such Consents, bank information memoranda (including a bank information memorandum that does not include material non-public information approvals and the delivery authorizations which shall be reasonably requested by AerCap to permit pledging of customary authorization letters with respect collateral, to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents extent required in connection with the Debt Financing; , (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (vc) facilitating the granting receipt of a security interest (and perfection thereof) at Closing documentation that will evidence the repayment of existing Indebtedness, if any, of each Company Group Member which, by its terms, requires such Indebtedness to be repaid in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit connection with the consummation of the Debt Financing Transaction in order to avoid a default or event of default arising under such Indebtedness and releases of any Encumbrances on the Equity Interests, the Transferred Assets or any other assets of the Company Group Members securing such Indebtedness, in each case upon the repayment of such Indebtedness substantially concurrently with Completion (for the avoidance of doubt, any payments made in order to permit the proceeds thereof to repay any such Indebtedness shall be made available in cash by one or more of the Companies; such payments shall reduce Target Completion Date Cash and there shall be no deduction from the consideration otherwise payable to the Company and Existing Shareholders pursuant to this Agreement for any such payments), (yd) reasonably assisting with negotiating, entering into, executing and delivering amendments or waivers to existing Indebtedness of each Company Group Member to the extent that AerCap determines to be necessary or desirable, the Debt Financing Agreements and any commitment letters, underwriting or placement intercreditor agreements, registration statements, credit guarantee agreements, indentures, pledge and security documents, indentures, other definitive financing documents or other requested certificates or documents, including a corporate and similar resolutions, closing, officer and secretary certificates, (e) assisting in obtaining customary solvency certificate by comfort letters (including customary “negative assurance”) and consents from the chief financial officer or person performing similar functions independent accountants of the Company in Business for the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any use of their respective Subsidiaries, other than the Company reports and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge materials in any offering memorandum or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability prospectus as a reasonably requested by AerCap in connection with the Debt Financing. , including, in each case by executing and delivering customary representation letters to the independent accountants of the Business, (df) All providing any information as may be required under “know your customer” and anti-money-laundering rules and regulations, including the USA PATRIOT Act and any certification required under beneficial ownership regulations, (g) assisting in obtaining updated public corporate credit/family ratings from ratings agencies, (h) furnishing AerCap with the Required Information for use in any offering memorandum or prospectus and customary authorization letters addressed to the Lenders authorizing the distribution of information pertaining to the Company Group Members to prospective lenders, containing customary “10b-5” and material non-public information representations with respect to information provided by MCK the Company Group Members; and (i) providing, and causing the accountants for the Business to provide, such reasonable cooperation as may be requested by AerCap to facilitate the preparation of pro forma financial statements by AerCap (provided that (x) AerCap shall provide to the Existing Shareholders reasonably in advance (a) any post-Completion or pro forma cost savings, capitalization and other post-Completion or pro forma adjustments (and the assumptions relating thereto) desired by AerCap to be reflected in such pro forma financial statements to be prepared by AerCap and (b) any other information that may be reasonably and timely requested by the Companies concerning the assumptions underlying the post-Completion or pro forma adjustments to be made in such pro forma financial statements to be prepared by AerCap, which assumptions shall be the responsibility of AerCap and (y) none of the Parent or any Company Group Member shall be required to provide any information or assistance relating to (A) the proposed aggregate amount of debt and equity financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such debt or equity financing, (B) any post-Completion or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing, or (C) any financial information related to AerCap or any of its subsidiaries (including, for the avoidance of doubt, any pending or completed acquisition or disposition of a subsidiary or business by such issuer or borrower) or any adjustments that are not directly related to the transactions described herein). Notwithstanding anything in this Agreement to the contrary, none of the Parent, the Existing Shareholders or the Echo Parties Companies shall (i) be required to pay any commitment or other fee in connection with the Debt Financing, (ii) incur prior to the Completion any liability or obligation under the Debt Financing Commitments, any Debt Financing Agreements or certifications or any related document or any other agreement or document related to the Debt Financing, (iii) be required to incur prior to the Completion any other liability (other than out-of-pocket and other expenses in connection with cooperation with AerCap contemplated by this clause 10.2, it being understood that all such out-of-pocket and other expenses shall be subject to reimbursement by AerCap in accordance with the last sentence of this clause 10.2) in connection with the Debt Financing, (iv) take any action that would (x) unreasonably interfere with its or the Companies’ ongoing business operations (including, for the avoidance of doubt, that the Companies shall not be required to restructure or modify the terms of any Leases) or (y) conflict with or violate Laws or the Debt Financing Commitments, or result in a contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any Material Contract to which the Companies or any of their respective Subsidiaries is a party, (v) be required to modify, waive, amend or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with change the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication terms of the AerCap Notes (as contemplated by Schedule 2.7 of the Disclosure Letter), (vi) be required to agree to provide any inducement or business to any of the Lenders or (vii) except only as will be effective at the Completion, take any corporate action or execute any consent approving, or executing any document or agreement relating to, the Debt Financing Financing. Nothing contained in this clause 10.2 and under clause 8.3 or otherwise shall require parent or any permitted replacementCompany Group Member, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrancesCompletion, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The CompanySubject to the terms and conditions of this Agreement, MCK Parent and Echo Holdco Purchaser will (and their respective Subsidiaries shall Parent will cause MIFSA to) use their its reasonable best efforts to assist the Company take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood thatClosing Date to the extent necessary to consummate the Transactions, and will not (and Parent will cause MIFSA not to), without the Company’s prior written consent, amend, modify, replace, terminate or agree to any waiver under the Debt Commitment Letter if any portion such amendment, modification, replacement, termination or waiver (i) reduces the aggregate amount of the Debt Financing to an amount that, together with Purchaser’s, the Company’s and their respective Affiliates’ cash and cash equivalents on hand and available committed credit facilities, would be less than an amount that would be required to fund the cash payments required to consummate the Transactions or (ii) changes the conditions to obtaining the Debt Financing or adds new or additional conditions precedent to obtaining the Debt Financing, if such change would reasonably be expected to (A) materially delay or prevent the Closing, (B) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing on the Closing Date) materially less likely to occur or (C) materially adversely impact the ability of MIFSA to enforce its rights against the other parties to the Debt Commitment Letter or the definitive agreements with respect thereto; provided, however, that, notwithstanding the foregoing, Parent may cause MIFSA to (1) amend or replace the Debt Commitment Letter or the Debt Fee Letter to add lenders, arrangers, bookrunners, syndication agents, managers or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement and (2) implement or exercise any “flex” provisions provided in the Debt Fee Letter as in effect on the date of this Agreement. In the event that new commitment letters are entered into in accordance with any amendment, modification or replacement of the Debt Commitment Letter permitted pursuant to this Section 6.14, such new commitment letters shall be deemed to be a “Debt Commitment Letter” for all purposes of this Agreement and references to “Debt Financing” herein shall include and mean the financing contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, so amended, modified or alternative financing subject to the potential sources of capitalreplaced, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities)as applicable. (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its reasonable best efforts, and shall cause each of its Subsidiaries to use 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 obtain funds sufficient to fund the Financing Amounts no later than the Closing Date, including using reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain the Debt proceeds of the Financing on the terms and subject only to the conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their reasonable best efforts to by (i) maintain maintaining in effect the Debt Commitment LettersLetter, (ii) negotiate negotiating and enter entering into definitive agreements with respect thereto on to the Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Debt Commitment Letters (including any flex provisionsrelated fee letter) on or on other terms no less favorable prior to the CompanyClosing Date, (iii) satisfy satisfying on a timely basis all conditions in the Debt Commitment Letters that are Letter and the Definitive Agreements within their Buyer’s control and complying with its obligations thereunder and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments enforcing its rights under the Debt Commitment Letters to provide the bridge financing contemplated by Letter, in each case in a timely and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicablediligent manner. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters Letter becomes unavailable regardless of the reason therefor, and such amount of Financing is necessary to finance the Financing Amounts, (including any flex provisions)i) Buyer shall promptly notify Seller in writing of such unavailability and the reason therefor and (ii) Buyer shall use its reasonable best efforts, the Company, MCK and Echo Holdco and their respective shall cause each of its Subsidiaries shall to use their reasonable best efforts efforts, to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event, alternative financing for any such portion from alternative sources (the “Alternative Financing”) in an amount sufficient, when taken together with cash and the other sources of immediately funds available to Buyer at the Closing to pay the Financing Amounts and that do not include any conditions to the consummation of such alternative financing that, taken as a whole, are materially more onerous to the Buyer than the conditions set forth in the Debt Commitment Letter. To the extent requested in writing by Seller from time to time, Buyer shall keep Seller informed on a reasonably current basis of the status of its efforts to arrange and consummate the Financing. Without limiting the generality of the foregoing, Buyer shall promptly notify Seller in writing if there exists any actual or threatened material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement and a copy of any written notice or other written communication from any Financing Party with respect to any actual material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement of any provision thereof. The foregoing notwithstanding, compliance by Buyer with this Section 5.14 shall not relieve Buyer of its obligations to consummate the Contemplated Transactions whether or not the Financing is available. (c) The CompanyNone of Buyer nor any of its Subsidiaries shall (without the prior written consent of Seller, MCK and Echo Holdco shall use their reasonable best efforts such consent not to be unreasonably withheld, delayed or conditioned) consent or agree to any amendment, replacement, supplement, termination or modification to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts toor any waiver of any provision under, provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requestedCommitment Letter or the Definitive Agreements if such amendment, including: replacement, supplement, modification or waiver (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with decreases the marketing efforts aggregate amount of the Company Financing to an amount that would be less than an amount that would be required, when taken together with Cash held by Buyer and its the Sale Entities on the Closing Date and the other sources of funds available to Buyer on the Closing Date, to pay the Financing SourcesAmounts, in each case in connection with the Debt Financing; (ii) assisting with could reasonably be expected to prevent, materially delay or materially impede the preparation consummation of materials for rating agency presentationsthe Contemplated Transactions, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial materially and adversely impacts the ability of Buyer to enforce its rights against the other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D parties to the Debt Commitment Letters (collectivelyLetter or the Definitive Agreements as so amended, the “Required Information”)replaced, all of which shall be provided by the Companysupplemented or otherwise modified, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties adds new (or materially and adversely modifies any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject existing) conditions to the consummation of all or any portion of the ClosingFinancing; provided that Buyer may amend, Echo Holdco and its Subsidiaries and replace, supplement and/or modify the MCK Contributed Entities) Debt Commitment Letter to (1x) pledge add lenders, lead arrangers, bookrunners, syndication agents or cause similar entities as parties thereto who had not executed such Debt Commitment Letter as of the Effective Date or permit any Lien to be placed on any (y) increase the amount of their respective assets in connection with commitments under the Debt Financing,(2Commitment Letter. Upon any amendment, supplement or modification of the Debt Commitment Letter, Buyer shall provide a copy thereof to Seller (with only fee amounts and other customary terms redacted, none of which redacted provisions would adversely affect the conditionality or enforceability of the debt financing contemplated by the Debt Commitment Letter as so amended, supplemented or modified to the knowledge of Buyer) guarantee and, to the extent such amendment, supplement or modification has been made in compliance with this Section 5.14(c), the term “Debt Commitment Letter” shall mean the applicable Debt Commitment Letter as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance by Buyer with this Section 5.14(c) shall not relieve Buyer of its obligation to consummate the Contemplated Transactions whether or not the Financing is available. To the extent Buyer obtains Alternative Financing pursuant to Section 5.14(b), or amends, replaces, supplements, modifies or waives any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives Financing pursuant to this Section 5.03 5.14(c), references to the “Financing,” “Financing Parties” and “Debt Commitment Letter” (and other like terms in this Agreement) shall be kept confidential in accordance deemed to refer to such Alternative Financing, the commitments thereunder and the agreements with the Confidentiality Agreementrespect thereto, except that the Parties shall be permitted to disclose such information to or the Financing Sources and other potential sources of capitalas so amended, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacementreplaced, amendedsupplemented, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities)waived. (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The Company, MCK Founder and Echo Holdco and their respective Subsidiaries the Sponsors shall use their respective reasonable best efforts to assist the Company and cooperate in good faith to arrange and obtain debt financing (“Debt Financing”) for the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts Target to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing be implemented through Holdco at or prior to following the Closing; it being understood that, if any portion of the Debt Financing to be provided Closing on market terms (as contemplated mutually agreed by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, Parties). The Founder and all conditions precedent to the Parties’ obligations hereunder Sponsors shall have been satisfied or waived (coordinate with banks and other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated sources identified by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Founder (the “Financing as promptly as practicable. (bBanks”) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of Debt Financing, and the Founder Parties and the Sponsors shall provide such assistance in connection with arranging the Debt Financing as may be reasonably requestedrequested by the Founder. Notwithstanding the foregoing, including: the Founder shall (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating consult with the marketing efforts Sponsors on the terms of all Debt Financing documentation, the agreement of which shall be subject to the mutual consent of the Company Founder and its the Sponsors, (ii) not agree to any terms of the Debt Financing Sourcesthat would reasonably be expected to disproportionately (as compared to the Founder) and adversely impact the Sponsors without the consent of the Sponsors, in each case in connection (iii) circulate to the Sponsors all drafts of the Debt Financing documentation, (iv) inform the Sponsors of the status of discussions and negotiations with the sources of the Debt Financing;, and (v) include the Sponsors in such discussions and negotiations if so reasonably requested. (b) Each of the Parties shall (i) furnish the Financing Banks with financial and other pertinent information as may be reasonably requested by the Financing Banks as promptly as practicable, including all financial statements, business plans, forecasts and projections, and financial and other data of the type and form customarily required to consummate the facilities contemplated by the Debt Financing, subject to appropriate confidentiality undertakings, (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; , and (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, taking all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary requested by the Financing Banks to permit the consummation of the Debt Financing and to permit Financing, including facilitating the proceeds thereof to be made available to the Company and (y) pledging of collateral and, in connection therewith, executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documentsdocuments (including with respect to the securities of Holdco, BVI I, Parent and the Surviving Company), other definitive financing documents or other certificates, or documents as may be requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt FinancingFinancing Banks. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The CompanyPurchaser is a party to and has accepted a fully executed debt commitment letter dated as of the date hereof (together with all exhibits, MCK annexes and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts schedules thereto, the “Debt Commitment Letter”), from the Financing Entities named therein relating to assist the Company commitment of the Financing Entities, subject to arrange and obtain the Debt Financing on the terms and conditions described thereof, to provide debt financing in the amounts set forth therein. The debt financing committed pursuant to the Debt Commitment Letter is collectively referred to in this Agreement as the “Debt Financing.” (b) Purchaser has delivered to Parent a true, correct and complete copy of the executed Debt Commitment Letter and any fee letter related thereto, subject, in the case of such fee letter, to redaction solely of fee and pricing provisions that are customarily redacted in connection with transactions of this type and that would not in any event affect the conditionality, enforceability, availability, timing or amount of the Debt Financing (the “Fee Letter”). (c) Except as expressly set forth in the Debt Commitment Letters as promptly as practicable after Letter, there are no conditions precedent to the date hereofobligations of the Financing Entities to provide the Debt Financing or any conditions precedent that would permit the Financing Entities to reduce the total amount of the Debt Financing, impose any additional conditions precedent to the availability of the Debt Financing or that would affect the timing or termination of the Debt Financing, including their reasonable best efforts any condition relating to (i) maintain in effect the amount or availability of the Debt Commitment LettersFinancing pursuant to any “flex” provision. Assuming the satisfaction or waiver of the conditions in Section 8.2, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including Purchaser does not have any flex provisions) or on other terms no less favorable reason to the Company, (iii) believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Debt Commitment Letters that are within their control Letter and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at Fee Letter on or prior to the Closing; it being understood thatClosing Date, if nor does Purchaser have knowledge that any Financing Entity will not perform its respective obligations thereunder. Other than the Debt Commitment Letter and Fee Letter, there are no side letters, understandings or other agreements, contracts or arrangements of any kind (written or oral) relating to the funding of the full amount of the Debt Financing or that would affect the availability or conditionality of the Debt Financing or the enforceability of the Debt Commitment Letter. (d) As of the date hereof, each of the Debt Commitment Letter and Fee Letter, in the forms so delivered to Parent, constitutes the legal, valid, binding and enforceable obligations of Purchaser and, to the knowledge of Purchaser, all the other parties thereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity) and are in full force and effect. As of the date hereof, no event has occurred which (with or without notice, lapse of time or both) would (i) constitute a breach or failure to satisfy a condition under the terms and conditions of the Debt Commitment Letter or (ii) result in any portion of the Debt Financing required to pay the Required Amount being unavailable on the Closing Date. Purchaser has paid in full any and all commitment fees or other fees required to be provided as contemplated by paid pursuant to the terms of the Debt Commitment Letters pursuant to a public offeringLetter and Fee Letter on or before the date of this Agreement, private offering under Rule 144A and will pay in full any such amounts due on or otherwise before the Closing Date. As of the date hereof, each of the Debt Commitment Letter and Fee Letter has not been providedmodified, amended or altered in any respect and none of the respective commitments thereunder has been withdrawn, rescinded or reduced in any respect, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied no amendment, alteration, modification, withdrawal, rescission or waived reduction thereof is contemplated (other than receipt of the Debt Financing and those conditions which by their nature will to add lenders, lead arrangers, bookrunners or other entities who had not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under executed the Debt Commitment Letters Letter as of the date of this Agreement or otherwise pursuant to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda thereof (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt FinancingReplacement Financing Reduction), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The CompanyPurchaser confirms that in no event shall the receipt or availability of any funds or financing (including, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required byfor the avoidance of doubt, the Debt Financing) by Purchaser or any of its affiliates or any other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at financing or prior other transactions be a condition to Closing (including the repayment in full or any of all Purchaser’s obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing)under this Agreement.

Debt Financing. (a) The CompanyBuyer has delivered to the Seller a true and complete copy, MCK including all exhibits and Echo Holdco schedules thereto, of an executed debt commitment letter (the “Debt Commitment Letter”) pursuant to which the lenders named therein (the “Lenders”) have committed to lend the Buyer the amounts set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement. The Buyer has also delivered a true and their respective Subsidiaries shall use their reasonable best efforts complete (other than the redaction referenced herein) copy of each fee letter referenced in the Debt Commitment Letter (it being understood that the fee amounts, other economic terms, “market flex” and other customary provisions (none of which would adversely affect the conditionality, availability or timing of the Debt Financing or reduce the Debt Financing to assist an amount less than the Company Required Amount) set forth therein have been redacted) (collectively, the “Fee Letter”). (b) As of the date hereof, (x) the Debt Commitment Letter and the Fee Letter are in full force and effect and have not been withdrawn or terminated or otherwise amended or modified in any respect and (y) to arrange the knowledge of the Buyer, no such amendment or modification is contemplated (other than to add lenders, lead arrangers, bookrunners or other entities who had not executed the Debt Commitment Letter as of the date of this Agreement), and obtain no such withdrawal, termination or rescission is contemplated. As of the date hereof, the Debt Commitment Letter and the Fee Letter, in the forms so delivered, are legal, valid and binding obligations of the Buyer and, to the knowledge of the Buyer, the other parties thereto, except as may be limited by the Equitable Exceptions. Except for any customary engagement letters with respect to any Buyer Financing as of the date hereof, there are no other agreements, side letters, understandings or arrangements relating to the funding of the full amount of the Debt Financing on the Closing Date, and the Debt Commitment Letter and the Fee Letter constitute the entire and complete agreement between the parties thereto with respect to the terms and conditions described in of the Debt Commitment Letters as promptly as practicable after Financing. As of the date hereof, including their reasonable best efforts to (i) maintain in effect no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer under any term or condition of the Debt Commitment Letters, (ii) negotiate Letter or the Fee Letter and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms Buyer has no less favorable reason to the Company, (iii) believe that it will be unable to satisfy on a timely basis all conditions any term or condition of closing to be satisfied by it in the Debt Commitment Letters that Letter or the Fee Letter on or prior to the Closing Date. There are within their control and (iv) upon satisfaction no conditions precedent or other contingencies related to the funding of the conditions full amount of the Debt Financing, other than as expressly set forth in the Debt Commitment Letters, consummate Letter. The Buyer has fully paid any and all commitment fees or other fees required by the Debt Financing at Commitment Letter or the Fee Letter, in each case to be paid by it on or prior to the Closing; it being understood date of this Agreement. As of the date hereof, the Buyer is not aware of any fact or occurrence that, if with or without notice, lapse of time or both, could reasonably be expected to (i) make any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A assumptions or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt any of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) statements set forth in the Debt Commitment Letters. Each Letter or Fee Letter inaccurate, (ii) result in any of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and or conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. Letter or Fee Letter not being satisfied or (ciii) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation otherwise result in connection with the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including not being available on a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act basis in order to satisfy consummate the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters transactions contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt FinancingAgreement. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The Company10.1 AerCap shall use, MCK and Echo Holdco and their respective shall cause its Subsidiaries shall use their to use, reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after Credit Agreement and any related fee letters (the date hereof“Fee Letters”), including their using reasonable best efforts (a) to (i) maintain in effect the Debt Commitment LettersCredit Agreement, (iib) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters to satisfy (including any flex provisionsor cause its Subsidiaries to satisfy) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in to obtaining the Debt Commitment Letters Financing that are applicable to it and within their its control and (iv) upon satisfaction of the conditions as set forth in the Debt Commitment Letters, Credit Agreement and (c) to consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Credit Agreement at or prior to the Completion and to timely cause the Lenders to fund the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) Financing. In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by set forth in the Debt Commitment Letters (including any flex provisions)Credit Agreement, AerCap shall promptly notify the Parent and the Seller of such unavailability and, to its knowledge, the Companyreason therefor, MCK and Echo Holdco and their respective Subsidiaries AerCap shall use their its reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Lettersobtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (“Alternative Financing”) on terms that will enable AerCap to consummate the transactions contemplated hereby and that are not materially less favorable, taken as a whole, to the Company or AerCap (in the reasonable judgment of AerCap) than the terms set forth in the Credit Agreement. AerCap shall deliver to the Parent and the Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide AerCap with the Alternative Financing (except for customary non-disclosure agreements and except that fee letters and engagement letters may be redacted in a customary manner). AerCap shall not agree to (x) any consent, amendment, supplement or other modification to the Credit Agreement that purports to assign any Lender’s obligation to fund under the Credit Agreement on the Completion Date or (y) any other assignment of funding obligations under the Credit Agreement, in each case, prior to the funding of the Debt Financing on the Completion Date, in either case without the Parent’s prior written consent. Except as contemplated in the “market flex” provisions of the Fee Letters, AerCap shall not agree to or permit, without the Parent’s prior written consent, any amendment, supplement or other modification of, or any waiver of any of its rights under, the Credit Agreement if such amendment, supplement, modification or waiver (A) reduces the aggregate amount of the Debt Financing, (B) adds any covenants or conditions, compliance with which would result in a breach or default under any Indebtedness of any Company Group Member, or (C) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to (I) delay or prevent the Completion, (II) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur, (III) reduce the aggregate amount of the Debt Financing or (IV) adversely impact the ability of AerCap to consummate the transactions contemplated by this Agreement or the likelihood of AerCap doing so or (V) adversely impact the ability of AerCap to enforce its rights against other parties to the Credit Agreement or the other definitive agreements relating to the Debt Financing. AerCap shall promptly deliver to Parent, Seller and the Company copies of any amendment, supplement or other modification of the Credit Agreement that either (x) is otherwise permitted under this clause 10.1 or (y) has been consented to in writing by the Parent. AerCap shall give the Parent and the Seller prompt written notice of (x) any material breach by any party to the Credit Agreement of which AerCap becomes aware or any termination of the Credit Agreement, or (y) any material dispute or disagreement between or among AerCap, on the one hand, and the Lenders on the other hand, or, to the knowledge of AerCap, among any Lenders to the Credit Agreement or the definitive agreements related thereto with respect to the obligation to fund any of the Debt Financing or the amount of the Debt Financing to be funded at Completion. If at any time for any reason AerCap believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the terms and conditions, in the manner or from the sources contemplated by the Credit Agreement or the definitive agreements related thereto, AerCap shall deliver prompt written notice to the Seller. AerCap shall keep the Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and provide to the Seller copies of all related documents. In no event shall the unavailability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by or to AerCap or any of its Affiliates or compliance by AerCap with this clause 10.1 excuse AerCap or any of its Affiliates from performance of any of its respective obligations hereunder. (c) The Company10.2 Prior to the Completion, MCK each of the Parent and Echo Holdco the Seller shall use their its reasonable best efforts toefforts, and shall cause their each Company Group Member to use its reasonable best efforts, and shall cause the respective Subsidiaries representatives of the Parent, the Seller and their respective Representatives the Company to use their reasonable best efforts toefforts, in each case at AerCap’s expense, to provide all such customary cooperation to AerCap as may be reasonably required or requested in connection with the arrangement Debt Financing or other financing to be obtained by AerCap and/or the Purchaser in lieu of the Debt Financing as may be reasonably requestedFinancing, including: including (ia) participation cooperating with the marketing efforts for the Debt Financing, including participating (including by way of causing management, officers and advisors to so participate) in a reasonable number of meetings, due diligence sessions, “roadshows”, drafting sessions, presentations, “road shows” lender presentations and sessions with rating agencies and prospective Financing Sourceslenders, investors (b) cooperating to facilitate the pledging of, granting of security interests in and ratings agenciesobtaining perfection of any Liens on, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case collateral in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda Financing (including a bank information memorandum that does not include material non-public information any field exams, appraisals and the delivery environmental due diligence reasonably requested by AerCap) and using reasonable best efforts to obtain such consents, approvals and authorizations which shall be reasonably requested by AerCap to permit pledging of customary authorization letters with respect collateral, to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents extent required in connection with the Debt Financing; , (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (vc) facilitating the granting receipt of a security interest (and perfection thereof) at Closing documentation that will evidence the repayment of existing Indebtedness, if any, of each Company Group Member required to be repaid in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of connection with the Debt Financing and to permit releases of any Liens securing existing Indebtedness of each Company Group Member, in each case upon the proceeds thereof to be made available to repayment of such Indebtedness substantially concurrently with the Company and initial funding of the Debt Financing, (yd) assisting with negotiating, entering into, executing and delivering amendments or waivers to existing Indebtedness of each Company Group Member to the extent that AerCap determines to be necessary or desirable and any commitment letters, underwriting or placement intercreditor agreements, registration statements, credit guarantee agreements, indentures, pledge and security documents, indentures, other definitive financing documents or other requested certificates or documents, including a corporate and similar resolutions, closing, officer and secretary certificates, (e) assisting in obtaining such customary solvency certificate legal opinions as reasonably requested by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters AerCap (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative afterParent, the occurrence Seller, any of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); providedtheir Affiliates, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than legal counsel shall be obligated to render any such legal opinions) and customary comfort letters (including customary negative assurance) and consents from the independent accountants of the Company and its Subsidiaries and, subject to for the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any use of their respective assets reports and materials in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability offering memorandum as reasonably requested by AerCap in connection with the Debt Financing. , including, in each case by executing and delivering customary representation letters to the independent accountants of the Company related thereto, (df) All material nonproviding any information as may be required under “know your customer” and anti-money-laundering rules and regulations, (g) permitting any cash and marketable securities of each Company Group Member to be made available to AerCap at the Completion that would not adversely affect Parent’s or Seller’s ability to fulfill their obligations under clause 8.3, (h) assisting in obtaining an updated public corporate credit/family rating from ▇▇▇▇▇’▇ Investor Services, a public corporate credit rating from Standard & Poor’s Ratings Services LLC, a division of The McGraw Hill Corporation, and Fitch Ratings, Inc., in connection with the Debt Financing, (i) furnishing AerCap and the Lenders (X) within 40 days after the end of any fiscal quarter ending after the date hereof that is not a fiscal year end, with the unaudited consolidated balance sheet of the Company as of the end of such quarter and the related unaudited statements of income and cash flows, which shall have been reviewed by the Company’s accountants as provided in SAS 100, (Y) within 60 days after the end of any fiscal year ending after the date hereof, with the audited consolidated balance sheet of the Company as of the end of such fiscal year and the related audited statements of income and cash flows and (Z) as promptly as reasonably practicable, such other pertinent financial and other information as AerCap shall reasonably request in order to consummate the Debt Financing, including, (x) in the case of an offering of notes or other securities, all Company information, financial statements and financial data of a type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A under the Securities Act for financings similar to the Debt Financing, and (y) in the case of loans, information and documents relating to the Company Group Members customary for use in information documents with respect to the placement, arrangement or syndication of loans of the type contemplated by the Credit Agreement, including customary authorization letters to the Lenders authorizing the distribution of information pertaining to the Company Group Members to prospective lenders, containing a customary “10b-5” representation with respect to information provided by MCK the Company Group Members and a representation that any public-side version of such information does not include material nonpublic information; and (j) providing, and causing the accountants for the Company Group to provide, such reasonable cooperation as may be requested by AerCap to facilitate the preparation of pro forma financial statements by AerCap (provided that AerCap shall provide to the Company reasonably in advance (a) any post-Completion or pro forma cost savings, capitalization and other post-Completion or pro forma adjustments (and the assumptions relating thereto) desired by AerCap to be reflected in such pro forma and summary financial data and (b) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Completion or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of AerCap); provided, however, that notwithstanding anything in this Agreement to the contrary, none of the Parent, the Seller or the Echo Parties Company shall (i) be required to pay any commitment or other similar fee or consent fee, other than as set forth hereunder, (ii) have prior to the Completion any liability or obligation under the Credit Agreement, any loan agreement or certifications or any related document or any other agreement or document related to the Debt Financing, (iii) be required to incur prior to the Completion any other liability (other than out-of pocket and other expenses in connection with cooperation with AerCap contemplated by this clause 10.2, it being understood that all such out-of-pocket and other expenses shall be subject to reimbursement by AerCap in accordance with the last sentence of this clause 10.2) in connection with the Debt Financing, (iv) take any action that would (x) unreasonably interfere with its or the Company’s ongoing business operations (except only if such effect does not arise until after the Completion) or (y) conflict with or violate laws or the Credit Agreement, or result in a contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any material contract to which the Company or any of its Subsidiaries is a party, (v) be required to modify, waive, amend or change the Revolving Credit Facility or enter into any intercreditor, subordination or other agreement in connection therewith, (vi) be required to agree to provide any inducement or business to any of the Lenders or (vii) except only as will be effective at the Completion, take any corporate action or execute any consent approving, or executing any document or agreement relating to, the Debt Financing. Nothing contained in this clause 10.2 and under clause 8.3 or otherwise shall require parent or any Company Group Member, prior to Completion, to be an insurer or obligor with respect to the Debt Financing. The Seller hereby consents to the use of trademarks, service marks and logos of the Company Group Members in connection with the arranging of the Debt Financing (including in any rating agency presentation, bank information memoranda, offering memoranda and/or any private placement memoranda), provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or the goodwill of the Company or any of its Subsidiaries or any of their respective intellectual property rights. AerCap (x) shall, promptly upon request by the Parent and the Seller, reimburse the Parent and the Seller for all reasonable and documented out-of-pocket costs (including reasonable attorney’s fees) incurred by the Parent, the Seller or the Company and its Subsidiaries in connection with such cooperation in compliance with their respective obligations under this clause 10.2 and shall indemnify and hold harmless the Parent, the Seller and the Company and its Subsidiaries, and their respective Representatives, for any and all Losses actually suffered or Representatives incurred by them in connection with the arrangement of the Debt Financing, any action taken by them at the request of Parent pursuant to this Section 5.03 shall be kept confidential clause 10.2 and any information utilized in accordance with connection therewith (other than information provided in writing by the Confidentiality Agreement, except Company or its Subsidiaries specifically for use in connection therewith) and (y) acknowledges and agrees that the Parties shall be permitted to disclose such information to Parent, the Financing Sources and other potential sources of capitalSeller, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco Company and their respective Subsidiaries representatives shall cooperate withnot have any responsibility for, and take all actions reasonably required by, the other Parties in order or incur any liability to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or any person prior to the Closing)Completion under, the Debt Financing. In the event of any inconsistency between this clause 10.2 and clause 8.3, clause 8.3 will prevail. 10.3 AerCap and the Purchaser shall cause any Debt Financing, Alternative Financing or the any amendments or refinancing of the AerCap revolving credit facility to not include any provision which would prohibit or impede or limit in any way AerCap or the Purchaser from making any payments required under clause 7.2 or any other payments to Parent or Seller required pursuant to this Agreement or any other Transaction Agreement.

Debt Financing. (a) 2.15.1 Merger Sub and Parent shall, at the direction of the Requisite Investors, negotiate, enter into and borrow under the definitive documentation relating to the Debt Financing. The CompanyRequisite Investors shall be the primary negotiators on behalf of the Investors regarding the terms of the definitive documentation relating to the Debt Financing. Notwithstanding the foregoing, MCK Merger Sub and Echo Holdco Parent shall not, and their respective Subsidiaries the Requisite Investors shall use their reasonable best efforts to assist the Company to arrange and obtain the not permit Merger Sub or Parent to, enter into or borrow under any agreement in connection with Debt Financing on terms that are materially adverse to Merger Sub, Parent or the Investors compared to the terms and conditions described set out in the any Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their reasonable best efforts to unless such agreement or borrowing has been approved by each Investor (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder which approval shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closingunreasonably withheld), the Company . The Investors shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by work together and on the terms and conditions (including any applicable “flex” provisions) set forth cooperate in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation good faith in connection with arranging and negotiating the arrangement of full documentation relating to the Debt Financing. Each Investor shall provide such assistance in connection with arranging and negotiating the full documentation relating to the Debt Financing as may be reasonably requestedrequested by the Requisite Investors. 2.15.2 To the extent legally permissible, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts each of the Company Investors shall furnish the Financing Banks, as promptly as reasonably practicable, with financial and its know-your-client information and execute and deliver such financing documents, certificates and other supporting documentation as are reasonably or customarily requested by the Financing Sources, in each case Banks in connection with the Debt Financing; , subject to appropriate confidentiality undertakings satisfactory to each of the Investors. In addition, each of the Investors shall use reasonable best efforts, to the extent legally permissible, to furnish the Financing Banks with information reasonably or customarily requested (iiand in such Investor’s possession) assisting with by the Financing Banks regarding the financial condition, business, operations and assets of the Company, in order for the Financing Banks to evaluate the Company and the terms of the Debt Financing. Each of the Investors further agrees to reasonably assist in providing information required for the preparation of materials for rating agency presentationsthe Financing Banks, offering documents, private placement memoranda, bank including information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding . For the Companyavoidance of doubt, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 2.15.2 shall require MCK, or be construed to create any obligation on the Echo Parties (or part of any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject Investor to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) personally pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability collateral in connection with the Debt Financing. (d) All material non-public information provided by MCK or , and the Echo Parties or any obligations of their respective Subsidiaries or Representatives pursuant to the Investors under this Section 5.03 2.15.2 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies fiduciary duties and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff obligations of the commitments Investors under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing)applicable Laws.

Debt Financing. (a) The CompanyFrom and after the date hereof and prior to the Effective Time, MCK or, if earlier, the termination of this Agreement in accordance with Article VIII, the Company shall provide, and Echo Holdco shall cause its Subsidiaries to, and their respective Subsidiaries shall use their its reasonable best efforts to assist cause its and their respective Representatives, including legal and accounting, to provide all cooperation reasonably requested by Parent in connection with arranging, obtaining and syndicating any debt financing (the “Debt Financing”) by Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, taken as a whole). None of the Company or any of its Subsidiaries shall be required to arrange and obtain pay any commitment or other similar fee in connection with the Debt Financing that is not advanced to the Company by Parent. Parent shall on the terms earlier of the Effective Date and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereoftermination of this Agreement, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to upon request by the Company, (iii) satisfy on a timely basis reimburse the Company for all conditions in the Debt Commitment Letters that are within their control reasonable and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated documented out-of-pocket costs incurred by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A Company or otherwise has not been provided, its Subsidiaries in connection with such cooperation and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing indemnify and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of hold harmless the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective its Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide from and against any and all cooperation liabilities and Damages suffered or incurred by them in connection with the arrangement of the Debt Financing as may be reasonably requested, including: and any information utilized in connection therewith (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts other than information provided by or on behalf of the Company and its Financing Sourcesor the Subsidiaries), in each case case, other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or material breach of this Section 6.8 by, the Company or any of its Subsidiaries or their respective Representatives (the reimbursement and indemnification obligations of Parent set forth in this sentence are referred to, collectively, as the “Reimbursement Obligations”). The Company hereby consents to the use of its and its Subsidiaries’ trademarks and logos in connection with the Debt Financing; (ii) assisting with , provided that such trademarks and logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the preparation Company or any of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their trademarks or logos. All non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent or otherwise confidential information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required Company obtained by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s Parent or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 6.8 shall be kept confidential in accordance with the Confidentiality Agreement; provided, except however, that (x) such information may be shared on a confidential basis with any actual or prospective Debt Financing Sources, their representatives and Affiliates in connection with the Parties Debt Financing and (y) Parent, its Representatives and the Debt Financing Sources, their representatives and Affiliates shall be permitted to disclose such information to the Financing Sources as necessary and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors consistent with customary practices in any debt securities offering) during syndication of connection with the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to so long as Parent and its Representatives reasonably cooperate with the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties Company in order to facilitate permit the termination and payoff of the commitments Company to comply with its obligations under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior applicable Law relating to the Closing)disclosure of such confidential information.

Debt Financing. AerCap has delivered to the Parent and the Seller a copy of the duly executed credit agreement (athe “Credit Agreement”) The Companyand the related Fee Letters (except that the amounts of fees, MCK pricing caps and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist other economic terms (none of which would adversely affect the Company to arrange and obtain availability of the Debt Financing on or would reduce the amount of the Debt Financing below the amount necessary to satisfy the Purchaser’s obligation to pay (i) the aggregate Cash Consideration and (ii) any fees and expenses of or payable by the Purchaser or AerCap in connection with the Completion and the Debt Financing) set forth therein may be redacted), among AerCap and the financial institutions identified therein (the “Lenders”), pursuant to which the Lenders have agreed, subject to the terms and conditions described set forth in the Credit Agreement, to provide debt financing in the amounts set forth therein (the “Debt Commitment Letters as promptly as practicable after Financing”). As of the Signing Date, the Credit Agreement is in full force and effect and constitutes a valid, binding and enforceable (subject to the Bankruptcy Exceptions) obligation of AerCap and, to the knowledge of AerCap, the other parties thereto. As of the Signing Date, the Credit Agreement has not been amended or modified since a copy thereof was delivered to the Parent and the Seller, and the respective commitments contained in the Credit Agreement have not been withdrawn, decreased or rescinded in any respect. There are no side letters or other agreements, arrangements, contracts or understandings that could adversely affect the availability of the Debt Financing. AerCap has fully paid any and all fees in connection with the Credit Agreement due and payable on or prior to the date hereofhereof and will pay in full any such amount due on or before the Completion Date. Except as expressly set forth in the Credit Agreement or the related Fee Letters, including their reasonable best efforts there are no conditions to the obligations of the parties thereunder to make the Debt Financing available to AerCap on the terms therein or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. As of the Signing Date (i) maintain in effect no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach or a failure to satisfy a condition precedent on the Debt Commitment Letterspart of AerCap or, to the knowledge of AerCap, any of the other parties to the Credit Agreement under the Credit Agreement and (ii) negotiate and enter into definitive agreements with respect thereto AerCap has no reason to believe that any of the conditions to the Debt Financing contemplated by the Credit Agreement will not be satisfied or that the Debt Financing will not be made available to AerCap at the Completion; provided that in making such representations, AerCap is relying on the terms truth and conditions accuracy of the representations and warranties of the Parent and the Seller contained in Part A of Schedule 1 (without giving effect to any materiality or “Material Adverse Effect” qualifications or any knowledge qualifications) and compliance by the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to Parent and the Company, (iii) satisfy on a timely basis all conditions in Seller with their obligations under clause 10.2. Assuming the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in clause 3, the Debt Commitment LettersFinancing, consummate when funded in accordance with the Debt Financing at or prior Credit Agreement, will provide AerCap with cash proceeds (after netting out original issue discount and similar premiums and charges after giving effect to the Closing; it being understood that, if any portion maximum amount of flex (including original issue discount flex) provided under the relevant fee letters) on the Completion Date sufficient for the satisfaction of the Debt Financing Purchaser’s obligation to be provided as contemplated (i) pay the aggregate Cash Consideration and (ii) pay any fees and expenses of or payable by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A Purchaser or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation AerCap in connection with the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” Completion and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The CompanyAcquisition LP will use its commercially reasonable efforts (including preparing the necessary offering circulars, MCK private placement memoranda, prospectuses, registration statements or other offering documents or marketing materials and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and negotiating definitive loan documentation providing for funding conditions described not materially more onerous than those set forth in the Debt Senior Bank Commitment Letters Letter or the Bridge Commitment Letter, as promptly as practicable after the date hereof, including their reasonable best efforts case may be) in order for (x) U.S. Acquisition Co. to consummate by the Termination Date (i) maintain in effect the Debt senior secured financing contemplated by the Senior Bank Commitment LettersLetter, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained sale of debt securities in the Debt Commitment Letters an aggregate principal amount of Four Hundred Million United States Dollars (including any flex provisions$400,000,000) or on other terms no less favorable to the Company(as such amount may be adjusted, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Lettersas appropriate, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been providedFee Letter), and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will iii) if such debt securities are not be satisfied except by actions taken at the Closingissued in such aggregate principal amount, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by the Bridge Commitment Letter and on (y) Australia Acquisition Co. to obtain by the Termination Date the Australian financings contemplated by the Senior Bank Commitment Letter; provided that in no event shall Acquisition LP have any obligation hereunder to proceed to the Closing under the terms of the bridge loan contemplated by the Bridge Commitment Letter at any time prior to the Termination Date. In the event that either the Senior Bank Commitment Letter or the Bridge Commitment Letter expires or is terminated for any reason, Acquisition LP shall (A) promptly notify ConAgra of such expiration or termination and conditions the reasons therefore and (including any applicable “flex” provisionsB) use its commercially reasonable efforts, until the Termination Date, to obtain alternate financing for the transactions contemplated by this Agreement; provided, however, that Acquisition LP shall not be required to obtain alternate financing on terms materially less favorable to the borrower thereunder than those set forth in the Debt Senior Bank Commitment Letters. Each of Letter or the CompanyBridge Commitment Letter, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning as the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicablecase may be. (b) In If Acquisition LP requests, ConAgra shall reasonably cooperate, shall cause Holdco and each Acquired Company to reasonably cooperate, and shall instruct its independent accountants to reasonably cooperate, at any time prior to the event that any portion of Closing, and after the Debt Financing becomes unavailable on Closing, with respect to (i) the terms and conditions senior secured financing contemplated by the Debt Senior Bank Commitment Letters Letter, (ii) the sale of senior notes as contemplated by the Engagement Letter in an aggregate principal amount of Four Hundred Million United States Dollars ($400,000,000) (as such amount may be adjusted, as appropriate, as contemplated by the Fee Letter), (iii) if such debt securities are not issued in such aggregate principal amount, the bridge financing contemplated by the Bridge Commitment Letter, (iv) the Australian financings contemplated by the Senior Bank Commitment Letter, (v) if the bridge financing contemplated by the Bridge Commitment Letter is made, the private placement of debt securities, the proceeds of which are to be used to refinance such bridge loan, (vi) any shelf registration statement filed following the Closing with respect to the Exchange Securities (as defined in the Senior Bank Commitment Letter and the Bridge Commitment Letter), and (vii) any registration statement filed following the Closing relating to a Registered Exchange Offer (as described in the Senior Bank Commitment Letter and the Bridge Commitment Letter) (including providing reasonable assistance in the preparation of one or more offering circulars, private placement memoranda, prospectuses, registration statements or other offering documents or marketing materials relating to a debt financing or any flex provisionsother filings that may be made with the U.S. Securities and Exchange Commission in connection therewith). Such cooperation shall include (A) using reasonable commercial efforts to provide or cause to be provided each of the historical financial statements relating to the Businesses, the related "comfort" letters of ConAgra's accountants thereon and the other materials set forth in Exhibit 9.2.3(b), in each case on or before the Companyapplicable date set forth in Exhibit 9.2.3(b); (B) furnishing to its independent accountants such customary management representation letters as such accountants may reasonably require of ConAgra as a condition to its execution of any required accountant's consents necessary in connection with the delivery of any "comfort" letters reasonably requested by the financing sources in connection with the contemplated financings; (C) causing senior management, MCK representatives, advisors and Echo Holdco appropriate officers and their respective Subsidiaries shall use their reasonable best efforts members of the management team of ConAgra and the Acquired Companies to assist participate, at the Company request of Acquisition LP, and at such times and places as Acquisition LP may request, in drafting meetings and other informational meetings with potential lenders, presentations and other activities in connection with the "road shows"; and (D) taking such other actions within the control of ConAgra or its Affiliates reasonably necessary to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than satisfy the terms contained conditions precedent provided for in the Debt Senior Bank Commitment LettersLetter, the Bridge Commitment Letter, and the definitive documentation with respect to the Facilities (as promptly as practicable following defined in the occurrence of such eventSenior Bank Commitment Letter and the Bridge Commitment Letter), including, without limitation, actions relating to obtaining or perfecting Liens, releasing Liens, providing access to properties and assets for third party appraisals, furnishing officers' certificates, obtaining consents, establishing new lock-boxes and implementing a new cash management system. (c) The Companyunaudited interim and/or audited historical financial statements, MCK and Echo Holdco shall use their reasonable best efforts toif any, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing)Businesses for periods ending on or after May 27, prospectuses 2001, and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing that are included in Exhibit 9.2.3(b), and any pro forma financial statements that are included in Exhibit 9.2.3(b) and are required to be provided or caused to be provided by ConAgra in accordance with Section 9.2.3(b)(A) and which are included in the offering memorandum relating to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation initial offering of the Debt Financing debt securities or the subsequent registration statement registering the exchange or refinancing of such debt securities shall be accompanied by a certificate (the "Representation and to permit the proceeds thereof to be made available to the Company and (yWarranty Certificate") executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities9.2.3(c). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The CompanyEach of Parent, MCK US Holdings, Merger Sub 1 and Echo Holdco and their respective Subsidiaries Merger Sub 2 shall use their its reasonable best efforts to assist take, or cause to be taken, all reasonable actions and do, or cause to be done, all things necessary, reasonably proper or reasonably advisable to arrange, obtain and consummate by no later than immediately prior to the Company to arrange First Merger Effective Time the Debt Financing and obtain the Debt Financing net cash proceeds thereof (after taking into account any original issue discount and other deductions from the loan amount) on the terms and conditions described in the Debt Commitment Letters Letter (including the “market flex” provisions of the fee letter) in an amount sufficient, together with other immediately available cash sources and amounts (none of which are subject to any conditions to funding) available to Parent on the Closing Date, to equal at least the Required Amount. None of Parent, US Holdings, Merger Sub 1 or Merger Sub 2 shall permit any (x) termination of the Debt Commitment Letter except in connection with any entry into an Alternative Financing permitted under Section 6.20(b) (it being understood that the automatic reduction or termination of commitments in accordance with the terms of the Debt Commitment Letter shall not constitute such a termination) or (y) amendment or restatement to be made to, or any waiver of any provision under, the Debt Commitment Letter if such amendment, restatement, or waiver (i) with respect to the Debt Commitment Letter, reduces the aggregate cash amount of the Debt Financing below the amount necessary, when taken together with all other immediately available cash sources and amounts available to Parent, US Holdings, Merger Sub 1 and Merger Sub 2 (none of which are subject to any conditions to funding) to equal at least the Required Amount, (ii) imposes new or additional conditions precedent to the Debt Financing, in each case in a manner that would materially delay or prevent the consummation of the Transactions or the funding of the full cash amount of the Debt Financing on the Closing Date that is necessary, together with other immediately available sources and amounts, to equal at least the Required Amount, and (iii) adversely affects the ability of Parent or its applicable Subsidiary to enforce its rights against other parties to the Debt Commitment Letter or the Definitive Agreements as promptly so amended, modified, waived or replaced, relative to the ability of Parent and its Subsidiaries to enforce their respective rights against such other parties to the Debt Commitment Letter as practicable in effect on the date hereof; provided that, notwithstanding anything to the contrary contained in this Section 6.20, (A) Parent, US Holdings, Merger Sub 1 or Merger Sub 2 may effect any such amendment or restatement to or waiver of any of its rights under the Debt Commitment Letter and/or substitution of other debt financing for all or any portion of the Debt Financing, in each case, so long as the foregoing complies with the provisions of this sentence that appear before this proviso and (B) Parent, US Holdings, Merger Sub 1 or Merger Sub 2 may amend or restate the Debt Commitment Letter to implement any “market flex” provisions of any fee letter relating to the Debt Financing as in effect on the date hereof (or that come into effect after the date hereof, including their but that are not in violation of the provisions of the sentence that appears before this proviso) to the extent required to be implemented by the Financing Sources or otherwise pursuant to the terms of any such fee letter or to add lenders, purchasers, investors, lead arrangers, bookrunners, syndication agents or other Financing Sources who had not executed the Debt Commitment Letter as of the date hereof in accordance with the Debt Commitment Letter as in effect on the date hereof and, in connection therewith, amend or restate the economic and other arrangements to the extent relating to the appointment of such additional lenders, purchasers, investors, lead arrangers, bookrunners, syndication agents or other Financing Sources. Parent, US Holdings, Merger Sub 1 and Merger Sub 2 shall not agree to the termination of any commitment in respect of the Debt Financing without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) (except any termination or reduction of commitments in accordance with the terms of the Debt Commitment Letter). Parent shall deliver to the Company copies of any amended or restated Debt Commitment Letter or any written waiver thereto promptly following the execution thereof (provided that any fee letter (or any amendment, restatement or waiver to any such fee letter) may be subject to redactions of fee amounts, percentages, flex provisions and any other economic terms and other provisions that are customarily redacted in connection with transactions of this type, so long as such redaction does not cover terms that would adversely affect the conditionality or termination of the Debt Financing). For purposes of this Agreement, as applicable, (X) references to “Debt Financing” shall include the debt financing contemplated by the Debt Commitment Letter as permitted to be amended, restated, modified, supplemented or replaced by this Section 6.20(a) and any Alternative Financing permitted by Section 6.20(b) and (Y) references to “Debt Commitment Letter” shall include such documents as permitted to be amended, restated, modified, supplemented or replaced by this Section 6.20(a) or any commitment letters for Alternative Financing permitted by Section 6.20(b). (b) Each of Parent, US Holdings, Merger Sub 1 and Merger Sub 2 shall use its reasonable best efforts to (i) maintain in full force and effect the Debt Commitment LettersLetter (and to the extent that the Required Revolving Amendment (as defined in the Debt Commitment Letter) (the “Amendment”) is consummated in accordance with the Debt Commitment Letter such that commitments thereunder are automatically reduced or terminated, the Parent Credit Facility), (ii) promptly negotiate and enter into definitive agreements with respect thereto to the Debt Financing on the terms and conditions contained in the Debt Commitment Letters Letter, taking into account any market flex provisions (including any flex provisions) or or, except to the extent agreed to by Parent, US Holdings, Merger Sub 1 and Merger Sub 2, on other terms no less favorable to Parent, US Holdings, Merger Sub 1 or Merger Sub 2 than the Companyterms and conditions in the Debt Commitment Letter), (iii) satisfy (unless waived) on a timely basis (taking into account the timing of the Marketing Period) all conditions precedent to funding in the Debt Commitment Letters that are within their control Letter (and (iv) upon satisfaction following the consummation of the conditions set forth in Amendment, the Debt Commitment Letters, Parent Credit Facility) and to consummate the Debt Financing at or prior to the Closing; it being understood that, if (iv) comply with its obligations under the Debt Commitment Letter (and following the consummation of the Amendment, the Parent Credit Facility) and (v) consummate the Debt Financing at or prior to the Closing Date (including drawing on any interim or bridge financing provided under the Debt Commitment Letter or drawing on the revolving credit facility under the Parent Credit Facility on the Closing Date to the extent necessary to obtain the Required Amount). Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), take any action or enter into any transaction that would or would be reasonably expected to materially delay or prevent consummation of all or any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt cash amount of the Debt Financing necessary, after taking into account other immediately available sources and those conditions amounts available on or prior to the Closing Date (none of which by their nature will not be satisfied except by actions taken at the Closing, but are subject to the their satisfaction at the Closingany conditions to funding), to fund in cash at least the Required Amount. Parent shall, upon reasonable written request by the Company, keep the Company informed, in all reasonable detail on a reasonably prompt basis, of the status of its efforts to arrange and consummate the Debt Financing. Without limiting the foregoing, Parent, US Holdings, Merger Sub 1 and Merger Sub 2 shall draw upon promptly, and in any event within 48 hours following the commitments under occurrence thereof, in each case to the extent Parent has knowledge thereof, notify the Company if at any time prior to the Closing Date (A) the Debt Commitment Letters Letter is terminated by the Financing Sources party thereto, (B) any Financing Source party to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of Letter indicates in writing to Parent that it will not provide the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the cash Debt Financing contemplated by the Debt Commitment Letters and shall give Letter (except for automatic reductions of commitments thereunder in accordance with the terms of the Debt Commitment Letter), or (C) Parent, US Holdings, Merger Sub 1 or Merger Sub 2 or, to the knowledge of Parent, any Financing Source party to the Debt Commitment Letter defaults under or breaches, in each other notice case in any material manner, or repudiates the Debt Commitment Letter. Upon the occurrence of any material adverse change with respect circumstance referred to such Debt Financing as promptly as practicable. in clause (bA), (B) In or (C) of the event that preceding sentence or if all or any portion of the Debt Financing otherwise becomes unavailable on the terms unavailable, and such portion is required in order for Parent, US Holdings, Merger Sub 1 and Merger Sub 2 to have immediately available cash sources and amounts (none of which are subject to any conditions contemplated by to funding), together with any available portion of the Debt Commitment Letters (including any flex provisions)Financing, equal at least the CompanyRequired Amount as of or immediately prior to the First Merger Effective Time, MCK Parent, US Holdings, Merger Sub 1 and Echo Holdco and their respective Subsidiaries Merger Sub 2 shall use their reasonable best efforts to assist arrange and obtain as promptly as practicable (and in any event prior to the Company Closing Date) in replacement thereof alternative financing from the same or alternative sources (“Alternative Financing”) in an amount sufficient, when funded in accordance with its terms (assuming the maximum amount of “market flex” under any applicable fee letter) for Parent, US Holdings, Merger Sub 1 and Merger Sub 2 to have immediately available cash sources and amounts (none of which are subject to any conditions to funding) equal at least the Required Amount as of immediately prior to the First Merger Effective Time. Parent shall use reasonable best efforts to arrange and obtain any such portion from alternative sourcesAlternative Financing on terms and conditions not materially less favorable, on termsin the aggregate (unless agreed to by the Company, such consent not to be unreasonably withheld, delayed or conditioned), to Parent and its Subsidiaries, taken as a whole, that are no less favorable after the Closing than the terms contained and conditions in the Debt Commitment LettersLetter and any fee letter (including with respect to funding and timing of funding); provided that, notwithstanding anything to the contrary in this Agreement, Parent, US Holdings, Merger Sub 1 and Merger Sub 2 shall not be required to pay more fees, OIDs or other amounts or incur an increase in pricing (other than immaterial increases relative to the overall financing cost of the Transaction), in the aggregate, relative to the pricing, amounts, percentages or fee terms of the Debt Commitment Letter or any fee letter, as promptly applicable, as practicable following in effect on the occurrence date of this Agreement, taking into account any “market flex” terms, or seek equity financing from any Person. Parent shall deliver to the Company true and correct copies of all commitment letters related to any such eventAlternative Financing; provided that fee amounts, percentages, flex provisions and any other economic terms and other provisions that are customarily redacted in connection with transactions of this type in any documents related to such Alternative Financing may be redacted, so long as such redaction does not cover terms that would affect the conditionality or termination of the Debt Financing. Parent, US Holdings, Merger Sub 1 and Merger Sub 2 acknowledge and agree that the obtaining of the Debt Financing, or any Alternative Financing, is not a condition to Closing. For purposes of this Agreement, the definition of “Debt Commitment Letter” shall include any amendment, restatement, supplement or other modification or waiver thereto, or any replacement or substitution thereof, in each case to the extent expressly permitted under this Section 6.20 and the definition of “Debt Financing” shall include any Alternative Financing. If the Amendment is obtained, Parent shall not amend, amend and restate, supplement or otherwise modify the Parent Credit Facility in any manner that would reasonably be expected to prevent, delay or impair the consummation of the Transactions or the availability to Parent, US Holdings, Merger Sub 1 and Merger Sub 2 of immediately available cash sources and amounts (none of which are subject to any conditions to funding), together with any available portion of the Debt Financing, equal to at least the Required Amount as of or immediately prior to the First Merger Effective Time. (c) The CompanyPrior to the Closing Date, MCK and Echo Holdco shall use their reasonable best efforts tothe Company shall, and shall cause their respective each of its Subsidiaries and each of its and their respective Representatives to to, use their reasonable best efforts toto provide to Parent, provide all US Holdings, Merger Sub 1 and Merger Sub 2, cooperation reasonably requested by Parent, US Holdings, Merger Sub 1, Merger Sub 2 or the Financing Sources in connection with the arrangement of the Debt Financing as may be reasonably requested(including any permanent takeout financing with respect to any bridge financing), including: including using reasonable best efforts to (i) upon reasonable prior written notice, cause the participation by applicable management and Representatives of the Company, with appropriate seniority and expertise, in a reasonable number of meetings, due diligence sessionspresentations, roadshows, conference calls, drafting sessions, presentations, “road shows” due diligence sessions and sessions meetings with prospective lenders and other Financing SourcesSources (including customary one-on-one meetings), investors and ratings agencies, and reasonably cooperating with the marketing efforts including direct contact between Representatives of the Company and its Subsidiaries, on the one hand, and the Financing Sources, in each case on the other hand, (ii) on reasonable prior written notice, assist Parent, US Holdings, Merger Sub 1, Merger Sub 2 or the Financing Sources with the preparation of customary bank books, confidential information memoranda, offering memoranda, private placement memoranda, lender and investor presentations, rating agency presentations and other customary documents required or requested by the Financing Sources in connection with the Debt Financing (including any Alternative Financing; (ii) assisting with ), including in the preparation of materials for rating agency presentations“public side” versions thereof and assisting Parent, offering documentsUS Holdings, private placement memorandaMerger Sub 1, bank information memoranda (including a bank information memorandum that does not include material non-public information Merger Sub 2 and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports respective Affiliates in obtaining any materials relating to corporate or facility ratings from any ratings agencies contemplated by the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing furnish Parent, US Holdings, Merger Sub 1, Merger Sub 2 and the Financing Sources reasonably promptly with the Required Financial Information and such other pertinent customary financial and other pertinent customary information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customerMD&A” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (vbusiness descriptions) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than regarding the Company and its SubsidiariesSubsidiaries as required or reasonably requested by Parent, US Holdings, Merger Sub 1, Merger Sub 2 or the Financing Sources and with information in response to due diligence requests of, and otherwise cooperate with the due diligence efforts of, the Financing Sources, and execute and deliver (A) except at customary authorization letters to accompany and customary marketing materials regarding the Closing accuracy and their respective Representatives executing any completeness of information contained in such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than marketing materials with respect to the Company and its Subsidiaries) shall be conditioned uponSubsidiaries and, or only become operative afterwith respect to any “public version” of such marketing materials, the occurrence lack of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than material non-public information with respect to the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco therein and its Subsidiaries (B) customary management representation letters and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings CFO certificates with respect to such the financial information included in the marketing materials for securities offerings, (including through a notice iv) assist and undertaking in a form customarily used in confidential provide customary information memoranda for senior credit facilities). (e) The Companyto assist Parent, MCK and Echo Holdco US Holdings, Merger Sub 1, Merger Sub 2 and their respective Subsidiaries Affiliates and Representatives in preparing pro forma financial statements; provided that the Company shall cooperate with, and take all actions reasonably required by, have no obligation to furnish any information relating to (A) the other Parties in order to facilitate the termination and payoff capitalization of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior Company after giving effect to the Closing).Closing and (B) any assumed cost savings, synergies and similar adjustments (if any) for the transaction

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts, and shall cause each of its Subsidiaries to use 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 obtain funds sufficient to fund the Financing Amounts, including using reasonable best efforts to assist take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain the Company to arrange and obtain proceeds of the Debt Financing on the terms and subject only to the conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetters, including their reasonable best efforts to by (i) maintain maintaining in effect the Debt Commitment Letters, (ii) negotiate negotiating and enter entering into definitive agreements with respect thereto on to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Debt Commitment Letters (including any flex provisionsrelated fee letter) on or on other terms no less favorable prior to the CompanyClosing Date, (iii) satisfy satisfying on a timely basis all conditions in the Debt Commitment Letters that are and the Definitive Agreements within their Parent’s control and complying with its obligations thereunder and (iv) upon satisfaction of the conditions set forth in enforcing its rights under the Debt Commitment Letters, consummate in each case in a timely and diligent manner. (b) In the Debt Financing at or prior to the Closing; it being understood that, if event any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters becomes unavailable regardless of the reason therefor, (A) Parent shall promptly notify the Company in writing of such unavailability and the reason therefor and (B) Parent shall use its reasonable best efforts, and shall give cause each other notice of any material adverse change with respect its Subsidiaries to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts efforts, to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event, alternative debt financing for any such portion from alternative sources (the “Alternative Financing”) in an amount sufficient, when taken together with cash and the other sources of immediately funds available to Parent at the Closing to pay the Financing Amounts and that do not include any conditions to the consummation of such alternative debt financing that are more onerous than the conditions set forth in the Debt Financing. To the extent requested in writing by the Company from time to time, Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate the Debt Financing. Without limiting the generality of the foregoing, Parent shall promptly notify the Company in writing if there exists any actual or threatened material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letters or any Definitive Agreement and a copy of any written notice or other written communication from any Financing Party with respect to any actual material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letters or any Definitive Agreement of any provision thereof. The foregoing notwithstanding, compliance by the Parent with this Section 5.13 shall not relieve Parent of its obligations to consummate the transactions contemplated by this Agreement whether or not the Debt Financing is available. (c) The None of Parent nor any of its Subsidiaries shall (without the prior written consent of the Company, MCK and Echo Holdco shall use their reasonable best efforts such consent not to be unreasonably withheld, delayed or conditioned) consent or agree to any amendment, replacement, supplement, termination or modification to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts toor any waiver of any provision under, provide all cooperation in connection with the arrangement Debt Commitment Letters or the Definitive Agreements if such amendment, replacement, supplement, modification or waiver (1) decreases the aggregate amount of the Debt Financing as may to an amount that would be less than an amount that would be required, when taken together with cash or cash equivalents held by the Parent and the Company on the Closing Date and the other sources of funds available to Parent on the Closing Date, to pay the Cash Consideration, the Preferred Merger Consideration and all other cash amounts payable pursuant to this Agreement by Parent at the Closing, (2) could reasonably requestedbe expected to prevent, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with materially delay or materially impede the marketing efforts consummation of the Company and transactions contemplated by this Agreement, (3) adversely impacts the ability of Parent to enforce its Financing Sources, in each case in connection with rights against the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D parties to the Debt Commitment Letters or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, or (collectively4) adds new (or adversely modifies any existing) conditions to the consummation of all or any portion of the Debt Financing; provided, that Parent may amend, replace, supplement and/or modify any of the “Required Information”)Debt Commitment Letters to add lenders, all lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed such Debt Commitment Letters as of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; of this Agreement, provided that (ivi) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements the addition of such parties would not be reasonably expected to delay or prevent Closing and (yii) other reasonably requested documents at least 10 days prior such amendments do not (A) reduce the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or any original issue discount of the Debt Financing (or payment of fees having similar effect)) or (B) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the Closing receipt of the Debt Financing in a manner that would reasonably be expected to delay or prevent Closing; provided, that, for the extent required avoidance of doubt, Parent may amend, replace, supplement and/or modify any of the Debt Commitment Letters to increase the amount of commitments under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting . Upon any amendment, supplement or modification of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; Commitment Letters, Parent shall provide a copy thereof to the Company (with only fee amounts and other customary terms redacted, none of which redacted provisions would adversely affect the conditionality or enforceability of the debt financing contemplated by the Debt Commitment Letters as so amended, supplemented or modified to the knowledge of the Parent) and (vi, to the extent such amendment, supplement or modification has been made in compliance with this Section 5.13(c), the term “Debt Commitment Letters” shall mean the applicable Debt Commitment Letters as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance by Parent with this Section 5.13(c) (x) taking corporate actions reasonably necessary shall not relieve Parent of its obligation to permit consummate the consummation transactions contemplated by this Agreement whether or not the Debt Financing is available. To the extent Parent obtains Alternative Financing pursuant to Section 5.13(b), or amends, replaces, supplements, modifies or waives any of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 5.13(c), references to the “Debt Financing,” “Financing Parties” and “Debt Commitment Letters” (and other like terms in this Agreement) shall be kept confidential in accordance deemed to refer to such Alternative Financing, the commitments thereunder and the agreements with the Confidentiality Agreementrespect thereto, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of or the Debt Financing or any permitted replacementas so amended, amendedreplaced, supplemented, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities)waived. (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Purchaser shall use their commercially reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable within its control to consummate and obtain the Debt Financing at the Closing on the terms and subject only to the conditions described set forth in the Debt Commitment Letters as promptly as practicable after the date hereofTerm Sheet, including their using commercially reasonable best efforts to (i) maintain in effect and comply with the Debt Commitment LettersLetter and the definitive agreements providing for the Debt Financing in accordance with the terms and subject to the conditions thereof until the earlier of the consummation of the financing contemplated thereby and the termination of this Agreement, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in providing for the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to Financing with the Company, (iii) satisfy on a timely basis all conditions in availability of the Debt Commitment Letters that are within their control and (iv) upon satisfaction of Financing being subject only to the conditions set forth in the Term Sheet, (iii) satisfy (and cause its Affiliates to satisfy) on a timely basis (or, if deemed advisable by Purchaser, obtain a waiver of) all conditions applicable to Purchaser in the Term Sheet and the definitive agreements providing for the Debt Commitment LettersFinancing that are within its control, consummate (iv) draw down on and consummate, following the satisfaction of all conditions to consummation of the Debt Financing set forth in the Term Sheet, the Debt Financing at or prior to the Closing; , (v) comply with and perform the obligations applicable to it being understood that, if pursuant to such Debt Commitment Letters and (vi) enforce its rights and remedies under the Debt Commitment Letter and the definitive agreements providing for the Debt Financing and cause the Financing Sources to fund the Debt Financing at the Closing. If any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offeringexpires, private offering under Rule 144A terminates or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and becomes unavailable on the terms and conditions (including any applicable “flex” market flex provisions) set forth contemplated in the Debt Commitment Letters. Each of Letter, and such portion is reasonably necessary to consummate the Company, MCK transactions contemplated hereby (after taking into account cash on hand and Echo Holdco shall keep each other cash equivalents reasonably informed with respect expected to all material activity concerning be available to Purchaser at the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisionsClosing), the Company, MCK and Echo Holdco and their respective Subsidiaries Purchaser shall use their its commercially reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, to: (A) as promptly as practicable following the occurrence of such event. , arrange and obtain financing from the same or alternative sources (cthe “Alternative Financing”) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives in an amount sufficient to use their reasonable best efforts to, provide all cooperation in connection with the arrangement replace any unavailable portion of the Debt Financing as may (after taking into account cash on hand and cash equivalents reasonably expected to be reasonably requestedavailable to Purchaser at the Closing) to consummate the transactions contemplated hereby, including: (i) participation on terms and conditions not materially less favorable in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, aggregate to Purchaser than those contained in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentationsCommitment Letter, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does do not include material non-public information any terms or conditions that would constitute a Prohibited Modification and the delivery of customary authorization (B) obtain one or more new financing commitment letters with respect to the bank information memoranda any such Alternative Financing (each, a “New Commitment Letter”). Purchaser shall promptly provide Seller with a correct and consents complete copy of accountants for use any New Commitment Letter, together with any exhibits, schedules, and annexes thereto, and a correct and complete copy of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required fee letter in connection with the Debt Financing; (iii) timely furnishing financial therewith, which fee letter may be redacted as to fee amounts, market flex terms, and other pertinent information regarding similar economic terms so long as such redactions would not reduce the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication aggregate amount of the Debt Financing or adversely affect the conditionality, availability, enforceability, or termination of the Debt Financing. In the event that any permitted replacementNew Commitment Letter is obtained, amended(1) any reference in this Agreement to the “Debt Commitment Letter” shall mean the Debt Commitment Letter, to the extent not superseded by one or more New Commitment Letters at the time in question, and any New Commitment Letter to the extent then in effect, and (2) any reference in this Agreement to the “Debt Financing” shall mean the Debt Financing contemplated by the Debt Commitment Letter as modified or alternative financing pursuant to the foregoing. It is understood that if Purchaser proceeds with any Alternative Financing, Purchaser shall be subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings same obligations with respect to such information (including through a notice and undertaking Alternative Financing as set forth in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior this Agreement with respect to the Closing)Debt Financing, subject to and as modified by the terms of any New Commitment Letter.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its reasonable best efforts, and shall cause each of its Subsidiaries to use 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 obtain funds sufficient to fund the Financing Amounts no later than the Closing Date, including using reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain the Debt proceeds of the Financing on the terms and subject only to the conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their reasonable best efforts to by (i) maintain maintaining in effect the Debt Commitment LettersLetter, (ii) negotiate negotiating and enter entering into definitive agreements with respect thereto on to the Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Debt Commitment Letters (including any flex provisionsrelated fee letter) on or on other terms no less favorable prior to the CompanyClosing Date, (iii) satisfy satisfying on a timely basis all conditions in the Debt Commitment Letters that are Letter and the Definitive Agreements within their Buyer’s control and complying with its obligations thereunder and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments enforcing its rights under the Debt Commitment Letters to provide the bridge financing contemplated by Letter, in each case in a timely and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicablediligent manner. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters Letter becomes unavailable regardless of the reason therefor, and such amount of Financing is necessary to finance the Financing Amounts, (including any flex provisions)i) Buyer shall promptly notify Seller in writing of such unavailability and the reason therefor and (ii) Buyer shall use its reasonable best efforts, the Company, MCK and Echo Holdco and their respective shall cause each of its Subsidiaries shall to use their reasonable best efforts efforts, to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event, alternative financing for any such portion from alternative sources (the “Alternative Financing”) in an amount sufficient, when taken together with cash and the other sources of immediately funds available to Buyer at the Closing to pay the Financing Amounts and that do not include any conditions to the consummation of such alternative financing that, taken as a whole, are materially more onerous to the Buyer than the conditions set forth in the Debt Commitment Letter. To the extent requested in writing by Seller from time to time, Buyer shall keep Seller informed on a reasonably current basis of the status of its efforts to arrange and consummate the Financing. Without limiting the generality of the foregoing, Buyer shall promptly notify Seller in writing if there exists any actual or threatened material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement and a copy of any written notice or other written communication from any Financing Party with respect to any actual material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement of any provision thereof. The foregoing notwithstanding, compliance by Buyer with this Section 5.14 shall not relieve Buyer of its obligations to consummate the Contemplated Transactions whether or not the Financing is available. (c) The CompanyNone of Buyer nor any of its Subsidiaries shall (without the prior written consent of Seller, MCK and Echo Holdco shall use their reasonable best efforts such consent not to be unreasonably withheld, delayed or conditioned) consent or agree to any amendment, replacement, supplement, termination or modification to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts toor any waiver of any provision under, provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requestedCommitment Letter or the Definitive Agreements if such amendment, including: replacement, supplement, modification or waiver (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with decreases the marketing efforts aggregate amount of the Company Financing to an amount that would be less than an amount that would be required, when taken together with Cash held by Buyer and its the Sale Entities on the Closing Date and the other sources of funds available to Buyer on the Closing Date, to pay the Financing SourcesAmounts, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).could

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its reasonable best efforts to assist the Company take or cause to be taken all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing on at or prior to the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofClosing, including their using its reasonable best efforts to to: (i) maintain in effect the Debt Commitment LettersLetter in accordance with the terms and subject to the conditions thereof, (ii) comply with its obligations under the Commitment Letter, (iii) negotiate and enter into definitive agreements with respect thereto on substantially the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) Letter as promptly as practicable after the date hereof, but in no event later than the Closing, or on such other terms and conditions no less favorable in the aggregate to Buyer than the Companyterms and conditions contained in the Commitment Letter (provided that such other terms could not reasonably be expected to delay or hinder the Closing), (iiiiv) satisfy on a timely basis all conditions applicable to Buyer in the Debt Commitment Letters that are within their control Letter (or definitive agreements entered into with respect to the Commitment Letter), and (ivv) upon in the event that all conditions in the Commitment Letter have been satisfied, cause the Financing Sources to fund the Debt Financing at the Closing. (b) Subject to the terms and conditions of this Agreement, Buyer will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Commitment Letter without the consent of the Company if such amendment, modification or waiver would (i) reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (unless Buyer has a sufficient amount of available cash on hand from other sources to pay the amounts required to be paid by Buyer pursuant to Article II at Closing, and to pay all related fees and expenses), (ii) impose new or additional conditions to, or expand any of the conditions to, the receipt of the Debt Financing in a manner that would reasonably be expected to delay, impede or prevent the timely funding of the Debt Financing, or the satisfaction of the conditions set forth in the Debt Commitment Letters, consummate to obtaining the Debt Financing at on the Closing Date, or prior (iii) adversely impact the ability of Buyer to enforce its rights against the Financing Sources, provided, that for the avoidance of doubt, Buyer may amend, amend and restate or replace the existing Commitment Letter to (A) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Commitment Letter as of the date hereof and (B) modify pricing and implement or exercise any “flex” provisions contained in the Commitment Letter or any related fee letter. Buyer shall (i) furnish the Company complete, correct and executed copies of any amendments, restatements, supplements, amendment and restatements, modifications or replacements to the ClosingCommitment Letter and (ii) give the Company prompt notice of any breach by any party of the Commitment Letter of which Buyer becomes aware or any termination thereof; it being understood that, provided that in no event shall Buyer be under any obligation to disclose any information pursuant to clauses (i) or (ii) that would waive the protection of attorney-client or similar privilege if such party shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. (c) In the event that any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived becomes unavailable (other than receipt by reason of a breach of this Agreement by the Company or any Affiliate of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and Company) on the terms and conditions contemplated by the Commitment Letter (including any applicable “flex” flex provisions in any related fee letter) and such portion is required to consummate the transactions contemplated by this Agreement, (i) Buyer shall promptly notify the Company and (ii) Buyer shall use its reasonable best efforts to arrange and obtain any such portion from alternative sources on terms, conditions and costs, taken as whole, that are no more adverse to Buyer (including after giving effect to the flex provisions) set forth than those contained in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing Letter as promptly as practicable. (b) In practicable following the occurrence of such event. Notwithstanding the provisions of this Section 6.14, in the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters Letter (including any the flex provisions)) and such portion is required to consummate the transactions contemplated by this Agreement, the CompanyCommitment Letter may be amended, MCK restated, supplemented or otherwise modified or superseded at the option of Buyer after the date of this Agreement but prior to the Effective Time by instruments that either amend, amend and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist restate, or replace the Company to arrange and obtain any such portion existing Commitment Letter or contemplate co-investment by or financing from alternative sources, on terms, taken as whole, one or more other or additional parties; provided that are no less favorable than the terms contained in of the Debt Commitment Letters, as promptly as practicable following such new or amended commitment letters shall not (i) reduce the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement aggregate amount of the Debt Financing as may to be reasonably requested, including: funded on the Closing Date (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agenciesunless Buyer has a sufficient amount of available cash on hand from other sources to pay the amounts required to be paid by Buyer pursuant to Article II at Closing, and reasonably cooperating with the marketing efforts to pay all related fees and expenses), (ii) impose new or additional conditions to receipt of the Company and its Financing SourcesDebt Financing, or otherwise expand any of the conditions to the receipt of the Debt Financing, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentationscase, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under manner that could reasonably be expected to delay, impede or prevent the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation timely funding of the Debt Financing and on the Closing Date, or the satisfaction of the conditions to permit obtaining the proceeds thereof Debt Financing, or (iii) adversely impact the ability of Buyer to be made available enforce its rights against the Financing Sources. Buyer shall deliver to the Company true and correct copies of all new or amended commitment letters (y) executing including redacted fee and delivering engagement letters in respect of any new or amended commitment letters). In the event that the Commitment Letter is amended, underwriting restated, amended and restated, supplemented, modified, or placement agreementsreplaced, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents the term “Commitment Letter” as used herein shall be deemed to include the new or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company amended commitment letters described in the form of Annex I to Exhibit D this Section 6.14 to the extent then in effect and the term “Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates Financing” as used herein shall be executed and delivered deemed to include the financing contemplated by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such new or amended commitment letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The CompanyCompany and/or the Borrowers have received the executed Debt Commitment Letter. A true, MCK correct and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain complete copy of the Debt Financing Commitment has been delivered to the Special Committee on the terms November 14, 2018, and conditions described in there have been no amendments or modifications to the Debt Commitment Letters as promptly as practicable after the date hereofLetter since November 14, including their reasonable best efforts to 2018. The Debt Financing Commitment (i) maintain in effect has been duly executed by each Borrower and, to the Debt Commitment LettersKnowledge of the Company, each of the other parties thereto, (ii) negotiate is in full force and enter into definitive agreements effect and (iii) constitutes a valid and binding obligation of each Borrower and, to the Knowledge of the Company, the other parties thereto, enforceable against each Borrower and, to the Knowledge of the Company, each of the other parties thereto in accordance with respect thereto its terms and conditions, subject to the Bankruptcy and Equity Exception. The Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the Debt Financing available to the Borrowers on the terms and conditions contained therein. As of November 14, 2018, other than customary fee letters, there are no side letters or other agreements, Contracts or arrangements related to the Debt Financing, other than as expressly set forth in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to Financing Commitment. Assuming the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in Article V, no event, fact or circumstance has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach on the Debt Commitment Letters, consummate part of the Company and/or the Borrowers under the Debt Financing at Commitment. The Company has paid (or prior caused to be paid) in full any and all commitment fees or other fees required to be paid pursuant to the Closing; it being understood that, if any portion terms of the Debt Financing to be provided as contemplated by Commitment on or before November 14, 2018. As of November 14, 2018, assuming the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt satisfaction of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectivelyArticle V, the “Required Information”), all of which shall Company has no reason to believe that it and/or the Borrowers will be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order unable to satisfy the conditions set forth on a timely basis any term or condition of closing to be satisfied by it and/or them contained in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit Commitment or that the proceeds thereof to Debt Financing will not be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed Borrowers on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing)Closing Date.

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters Letter as promptly as reasonably practicable after the date hereof, including their its reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters Letter (including any flex “market flex” provisions) or on other terms no less favorable to the CompanyBuyer as to conditionality, (iii) satisfy on a timely basis all conditions applicable to Buyer in the Debt Commitment Letters Letter that are within their control and its control, (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, Closing and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments v) enforce its rights under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions Letter (including any applicable “flex” provisions) set forth in by taking enforcement actions against the Debt Commitment Letterslenders). Each of the Company, MCK and Echo Holdco Buyer shall keep each other reasonably Seller informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters Letter and shall give each other Seller notice of any material adverse change with respect to such Debt Financing as promptly as practicable. Without limiting the generality of the foregoing, Buyer shall give Seller prompt notice (x) of any material breach or material default by any party to the Debt Commitment Letter, or any definitive agreements related to the Debt Financing, in each case of which Buyer becomes aware, (y) of the receipt of any written notice or other written communication, in each case received from any Financing Source with respect to any (1) material breach of Buyer’s obligations under the Debt Commitment Letter or definitive agreements related to the Debt Financing, or default, termination or repudiation by any party to the Debt Commitment Letter or definitive agreements related to the Debt Financing or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Debt Financing or any provisions of the Debt Commitment Letter, in each case, with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at Closing and (z) of the receipt of any notice or other communication (written or verbal) on the basis of which Buyer expects that a party to the Debt Financing will fail to fund the Debt Financing or is reducing the amount of the Debt Financing. As soon as reasonably practicable, but in any event within five Business Days of the date Seller delivers to Buyer a written request, Buyer shall provide any information reasonably requested by Seller relating to any circumstance referred to in clauses (x), (y) or (z) of the immediately preceding sentence; provided that in no event will Buyer be under any obligation to disclose any information pursuant to clause (x), (y) or (z) above that is subject to attorney-client or similar privilege if Buyer shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege and such efforts were unsuccesful. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters Letter (including any flex the “market flex” provisions), the Company, MCK (A) Buyer shall promptly notify Seller and Echo Holdco and their respective Subsidiaries (B) Buyer shall use their its reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable to Buyer than the terms contained in contemplated by the Debt Commitment LettersLetter (including after giving effect to the “market flex” provisions), as promptly as practicable following the occurrence of such event. (c) The CompanyNotwithstanding anything in this Agreement to the contrary, MCK and Echo Holdco Buyer shall use their reasonable best efforts tonot amend, and shall cause their respective Subsidiaries and their respective Representatives replace, supplement or otherwise modify, or waive any of its rights under, the Debt Commitment Letter, and/or substitute other debt financing for all or any portion of the Debt Financing from the same and/or alternative financing sources unless such amendment, replacement, supplement or other modification to use their reasonable best efforts toor waiver of any provision of the Debt Commitment Letter does not (i) reduce the aggregate amount of the Debt Financing (such that the aggregate funds that would be available to Buyer on the Closing Date would not be sufficient to provide the funds required to be funded on the Closing Date to consummate the transactions contemplated herein), provide all cooperation in connection with (ii) add or expand the arrangement conditions precedent or contingencies to the funding on the Closing Date of the Debt Financing as may be reasonably requestedset forth in the Debt Commitment Letter and (iii) otherwise expand, including: (i) participation in meetingsamend, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts modify or waive any provision of the Company and its Financing SourcesDebt Commitment Letter, in the case of each of clauses (ii) and (iii) hereof, in a manner that in any such case in connection with would reasonably be expected to (A) delay or make materially less likely the funding of the Debt Financing (or satisfaction of the conditions precedent to the funding of the Debt Financing; (ii) assisting with on the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and Closing Date or otherwise prevent or impair the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports transactions contemplated by this Agreement in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X material respect or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering adversely affect the ability of debt securities by Regulation S-X and Regulation S-K under Buyer to timely consummate the Securities Act and transactions contemplated hereby; provided, however, that Buyer may replace or amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the type date hereof. In such event, the term “Debt Commitment Letter” as used herein shall be deemed to include any new commitment letters entered into in accordance with this Section 6.16(c) and form that are customarily included the term “Debt Financing” as used herein shall be deemed to include any substitute debt or equity financing obtained in a private placement of debt securities pursuant accordance with this Section 6.16(c), as applicable. Buyer agrees to Rule 144A promulgated under the Securities Act notify Seller promptly, and including, in any event, all information within three Business Days, of any amendment, replacement, supplementation, modification or waiver of any of its rights under the Debt Commitment Letter and data necessary to satisfy the conditions set forth in paragraphs 8provide Seller with a copy of any amendment, 9 and 12 of Exhibit D replacement, supplementation, modification or waiver to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt FinancingLetter. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The CompanyPurchasers shall, MCK and Echo Holdco and their respective shall cause its Subsidiaries shall to, use their reasonable best efforts Commercially Reasonable Efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in contemplated by the Debt Financing Commitment Letters as promptly as practicable after the date hereofLetters, including their reasonable best efforts using Commercially Reasonable Efforts to (i) maintain in effect the Debt Financing Commitment Letters, (ii) satisfy all conditions applicable to the Purchasers that are within their control to obtaining the Debt Financing set forth therein (including the payment of any commitment, engagement or placement fees required as a condition to the Debt Financing as and when due), (iii) negotiate and enter into definitive agreements with respect thereto to each Debt Financing Commitment Letter on the terms and conditions contained in the such Debt Financing Commitment Letters Letter (including any flex provisionspricing provided for therein to the extent applicable) or on other terms no less favorable that would not adversely impact the ability of the Purchasers to timely consummate the CompanyTransaction (as reasonably determined by the Purchaser), (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood thatClosing Date but in no event later than the Outside Date. Subject to the immediately following sentence, the Purchasers shall not, without the prior written consent of the Fund, amend, modify, waive or supplement or agree to any amendment, modification, waiver, or supplement of (including in the definitive documents) (x) any of the conditions or contingencies to funding contained in any Debt Financing Commitment Letter, or (y) any other provision of any Debt Financing Commitment Letter, in either case if any portion such amendment, modification, waiver or supplement would reasonably be expected to have the effect of materially preventing the Closing Date from occurring prior to the Outside Date or making the funding of the Debt Financing materially less likely to be provided as contemplated by occur (it being acknowledged and agreed that the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A Purchasers may replace or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the amend any Debt Financing and those conditions which by their nature will Commitment Letter to add lenders or agents who had not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to executed such Debt Financing Commitment Letter as promptly as practicable. (b) of the date hereof). In the event that any portion of the Debt Financing contemplated by the Debt Financing Commitment Letters becomes unavailable other than due to a breach by any of the Fund Parties under this Agreement (including a breach of representations and warranties of the Fund Parties or covenants of the Fund Parties or a failure of a condition to be satisfied by the Fund Parties), Purchasers shall notify the Fund and use their Commercially Reasonable Efforts to arrange alternative financing from the same or other sources on terms and conditions not materially less favourable on the whole to the Purchasers (as determined by the Purchasers acting reasonably) than those contained in the applicable Debt Financing Commitment Letter as of the date hereof, and in amount sufficient to consummate the transactions contemplated hereby on the terms and conditions contemplated by set forth herein on or before the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries Outside Date. Purchasers shall use their reasonable best efforts Commercially Reasonable Efforts to assist the Company satisfy all conditions applicable to arrange and obtain any such portion from alternative sources, on terms, taken as whole, Purchasers that are no less favorable than the terms contained within their control required to be satisfied on or prior to Closing in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives definitive agreements pursuant to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of which the Debt Financing as may will be obtained. Purchasers shall give the Fund reasonably requestedprompt notice of any breach by any party to any Debt Financing Commitment Letter of which a Purchaser becomes aware or any termination of any Debt Financing Commitment Letter. Upon the Fund’s reasonable request, including: (i) participation Purchasers shall provide the Fund information in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters reasonable detail with respect to the bank information memoranda and consents status of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Company shall use their (and cause its applicable Company Subsidiaries to use) commercially reasonable best efforts to assist cause the lenders party to the Credit Agreement (the “Financing Source”) and applicable Company Subsidiaries to enter into the Credit Agreement Amendment as promptly as possible following the date hereof, permitting the change of control with respect to the Company contemplated by this Agreement and certain other matters. Subject to arrange the terms and obtain conditions of this Agreement, each of Parent, Sub and the Company shall use commercially reasonable efforts to continue the Debt Financing on the terms (or on terms not materially less favorable to each of Parent, Sub and the Company and its Subsidiaries) and conditions described in Schedule 5.14(a). Each of Parent, Sub and the Debt Commitment Letters as promptly as practicable after the date hereof, including their Company shall use commercially reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) to negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in to the Debt Commitment Letters Financing with the Financing Source and (including any flex provisionsii) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions to the Credit Agreement Amendment, including using commercially reasonable efforts to cause the Financing Source to consummate the Credit Agreement Amendment at Closing. The Company shall allow Parent to participate in the Debt Commitment Letters that are within their control and (iv) upon satisfaction negotiation of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at and shall use commercially reasonable efforts to keep Parent reasonably informed on a current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing and provide to Parent copies of the material definitive agreements for the Debt Financing and such other information and documentation available to them as shall be reasonably requested by the Company for purposes of monitoring the progress of the financing activities and assisting in the negotiation thereof. Without limiting the generality of the foregoing, the Company and the Company Subsidiaries shall give Parent prompt notice (A) of any breach or prior default of any material provisions by any party to definitive agreements related to the Closing; Debt Financing of which the Company or the Company Subsidiaries become aware, (B) of the receipt of (1) any written notice or (2) other written communication, in each case from the Financing Source with respect to any actual or potential breach, default, termination or repudiation by any party to the definitive agreements related to the Debt Financing and (C) if at any time for any reason the Company believes in good faith that it being understood that, if will not be able to continue all or any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth conditions, in the Debt Commitment Letters. Each of manner or from the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing sources contemplated by the definitive agreements related to the Debt Commitment Letters Financing. As soon as reasonably practicable, but in any event within two (2) Business Days of the date Parent delivers to the Company a written request, the Company and the Company Subsidiaries shall give each other notice provide any information reasonably requested by Parent relating to any circumstance referred to in clause (A), (B) or (C) of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that immediately preceding sentence. If any portion of the Debt Financing becomes unavailable on unavailable, Parent and the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries Company shall use their commercially reasonable best efforts to assist the Company to arrange and obtain any such portion in replacement thereof alternative financing from alternative sources, on terms, taken as whole, that are no less favorable than sources in an amount sufficient to consummate the terms contained in the Debt Commitment Letters, Transactions as promptly as reasonably practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the Debt Financing as may be on terms reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating comparable to the Debt Financing), prospectuses . The Company shall deliver to Parent true and similar documents required in connection with complete copies of all Contracts or other arrangements (including fee letters) pursuant to which any such alternative source shall have committed to provide any portion of the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company. For purposes of this Agreement, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant references to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit ” shall include the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive alternate financing documents or other requested certificates or documents, including a customary solvency certificate as permitted by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing5.14. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their its reasonable best efforts, and shall cause each of its Subsidiaries to use 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 obtain funds sufficient to fund the Financing Amounts no later than the Closing Date, including using reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain the Debt proceeds of the Financing on the terms and subject only to the conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their reasonable best efforts to by (i) maintain maintaining in effect the Debt Commitment LettersLetter, (ii) negotiate negotiating and enter entering into definitive agreements with respect thereto on to the Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Debt Commitment Letters (including any flex provisionsrelated fee letter) on or on other terms no less favorable prior to the CompanyClosing Date, (iii) satisfy satisfying on a timely basis all conditions in the Debt Commitment Letters that are Letter and the Definitive Agreements within their Buyer’s control and complying with its obligations thereunder and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments enforcing its rights under the Debt Commitment Letters to provide the bridge financing contemplated by Letter, in each case in a timely and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicablediligent manner. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters Letter becomes unavailable regardless of the reason therefor, and such amount of Financing is necessary to finance the Financing Amounts, (including any flex provisions), i) Buyer shall promptly notify Seller in writing of such unavailability and the Company, MCK reason therefor and Echo Holdco and their respective Subsidiaries (ii) Buyer shall use their its reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts toefforts, and shall cause their respective each of its Subsidiaries and their respective Representatives to use their reasonable best efforts efforts, to obtain as (c) None of Buyer nor any of its Subsidiaries shall (without the prior written consent of Seller, such consent not to be unreasonably withheld, delayed or conditioned) consent or agree to any amendment, replacement, supplement, termination or modification to, provide all cooperation in connection with the arrangement or any waiver of any provision under, the Debt Financing as may be reasonably requestedCommitment Letter or the Definitive Agreements if such amendment, including: replacement, supplement, modification or waiver (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with decreases the marketing efforts aggregate amount of the Company Financing to an amount that would be less than an amount that would be required, when taken together with Cash held by Buyer and its the Sale Entities on the Closing Date and the other sources of funds available to Buyer on the Closing Date, to pay the Financing SourcesAmounts, in each case in connection with the Debt Financing; (ii) assisting with could reasonably be expected to prevent, materially delay or materially impede the preparation consummation of materials for rating agency presentationsthe Contemplated Transactions, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial materially and adversely impacts the ability of Buyer to enforce its rights against the other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D parties to the Debt Commitment Letters (collectivelyLetter or the Definitive Agreements as so amended, the “Required Information”)replaced, all of which shall be provided by the Companysupplemented or otherwise modified, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties adds new (or materially and adversely modifies any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject existing) conditions to the consummation of all or any portion of the ClosingFinancing; provided that Buyer may amend, Echo Holdco and its Subsidiaries and replace, supplement and/or modify the MCK Contributed Entities) Debt Commitment Letter to (1x) pledge add lenders, lead arrangers, bookrunners, syndication agents or cause similar entities as parties thereto who had not executed such Debt Commitment Letter as of the Effective Date or permit any Lien to be placed on any (y) increase the amount of their respective assets in connection with commitments under the Debt Financing,(2Commitment Letter. Upon any amendment, supplement or modification of the Debt Commitment Letter, Buyer shall provide a copy thereof to Seller (with only fee amounts and other customary terms redacted, none of which redacted provisions would adversely affect the conditionality or enforceability of the debt financing contemplated by the Debt Commitment Letter as so amended, supplemented or modified to the knowledge of Buyer) guarantee and, to the extent such amendment, supplement or modification has been made in compliance with this Section 5.14(c), the term “Debt Commitment Letter” shall mean the applicable Debt Commitment Letter as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance by Buyer with this Section 5.14(c) shall not relieve Buyer of its obligation to consummate the Contemplated Transactions whether or not the Financing is available. To the extent Buyer obtains Alternative Financing pursuant to Section 5.14(b), or amends, replaces, supplements, modifies or waives any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives Financing pursuant to this Section 5.03 5.14(c), references to the “Financing,” “Financing Parties” and “Debt Commitment Letter” (and other like terms in this Agreement) shall be kept confidential in accordance deemed to refer to such 66 4863-6343-8441 v.8 Alternative Financing, the commitments thereunder and the agreements with the Confidentiality Agreementrespect thereto, except that the Parties shall be permitted to disclose such information to or the Financing Sources and other potential sources of capitalas so amended, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacementreplaced, amendedsupplemented, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities)waived. (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The Company, MCK Parent and Echo Holdco and their respective Subsidiaries Merger Sub shall use their respective reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, consummate and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofFinancing Commitment, including their using reasonable best efforts to (i) maintain in effect the Debt Commitment LettersFinancing Commitment, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in contemplated by the Debt Financing Commitment Letters (including any flex provisions) or on other terms no less favorable and execute and deliver to the CompanyCompany a copy of any material definitive agreements promptly following such execution, (iii) promptly pay all commitment or other fees and amounts that become due and payable under or with respect to the Debt Financing Commitment as they become due and payable, (iv) satisfy on a timely basis (or obtain a waiver of) all conditions in the Debt Commitment Letters that are within their control to funding applicable to Parent and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate Merger Sub under the Debt Financing at or prior to the Closing; it being understood thatCommitment, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisionsv) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of consummate the Debt Financing contemplated by the Debt Financing Commitment Letters at or prior to the Closing on the terms and conditions set forth in the Debt Financing Commitment and (vi) enforce their rights under the Debt Financing Commitment, including seeking specific performance of the parties thereunder. Parent and Merger Sub shall give each other notice not, without the prior written consent of the Company (which may be withheld in its sole and absolute discretion), consent or agree to any amendment, supplement or modification to or assignment of, or any waiver of any material adverse change with respect to such provision under, the Debt Financing as promptly as practicableCommitment or the definitive agreements relating to the Debt Financing. Parent and Merger Sub shall use their respective reasonable best efforts to refrain from taking, directly or indirectly, any action that could reasonably be expected to result in a failure of any of the conditions contained in the Debt Financing Commitment or in any definitive agreement related to the Debt Financing. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing. (b) In the event that If any portion of the Debt Financing becomes unavailable or Parent or Merger Sub becomes aware of any event or circumstance that makes any portion of the Debt Financing unavailable on the terms and conditions contemplated by in the Debt Commitment Letters Financing Commitment, Parent shall promptly notify the Company (including but in any flex provisions), the Company, MCK event not later than twenty-four (24) hours after such occurrence) and Echo Holdco Parent and their respective Subsidiaries Merger Sub shall use their respective reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sourcesfinancing (the “Alternative Financing”) in an amount, when added with Parent and Merger Sub’s existing cash on termshand, taken as whole, that are no less favorable than sufficient to consummate the terms contained in the Debt Commitment Letters, transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall deliver to the Company true, correct and complete copies of all agreements entered into with any such alternative source in connection with the Alternative Financing promptly following the execution thereof; provided, however, that Parent shall be permitted to redact fee amounts from any fee letters required to be delivered pursuant to this sentence. (c) The CompanyWithout limiting the generality of the obligations contained in Section 6.09(a) and Section 6.09(b), MCK Parent shall give the Company prompt oral and Echo Holdco shall use their reasonable best efforts towritten notice (but in any event not later than twenty-four (24) hours after such occurrence) if (i) to the Knowledge of Parent, and shall cause their respective Subsidiaries and their respective Representatives there exists any actual or anticipatory breach or default by any party to use their reasonable best efforts tothe Debt Financing Commitment (or any circumstance or event that, provide all cooperation in connection with the arrangement or without notice, lapse of time or both, would reasonably be expected to give rise to any such breach or default) or any condition which would reasonably be expected not to be satisfied, or any termination of the Debt Financing as may be reasonably requestedCommitment, including: (iii) participation in meetingsParent or Merger Sub receives any notice or other communication from any financing source under the Debt Financing Commitment with respect to any actual or anticipatory breach, due diligence sessionsor any default, drafting sessions, presentations, “road shows” and sessions with prospective termination or repudiation by any party to the Debt Financing Sources, investors and ratings agencies, and reasonably cooperating with Commitment or definitive agreements related to the marketing efforts Debt Financing of any provisions of the Company and its Debt Financing Sources, in each case in connection with Commitment or definitive agreements related to the Debt Financing; , and (iii) at any time for any reason Parent believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the terms and conditions, in the manner or from the sources contemplated by the Debt Financing Commitment or definitive agreements related to the Debt Financing. As soon as reasonably practicable, but in any event within twenty-four (24) hours of the delivery by the Company to Parent of a written request therefor, Parent shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (i), (ii) assisting or (iii) of the immediately preceding sentence. (d) If the Debt Financing Commitment is amended, replaced, supplemented or otherwise modified, including as a result of obtaining Alternative Financing in accordance with Section 6.09(b), or if Parent substitutes other financing for all or a portion of the preparation of materials for rating agency presentationsDebt Financing, offering documentsParent and Merger Sub shall comply with their respective covenants in Section 6.09(a), private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information Section 6.09(b) and the delivery of customary authorization letters Section 6.09(c) with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing Commitment as so amended, replaced, supplemented or otherwise modified and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, such other than the Company and its Subsidiaries and, subject financing to the consummation of the Closing, Echo Holdco same extent that Parent and its Subsidiaries and the MCK Contributed Entities) Merger Sub would have been obligated to (1) pledge or cause or permit any Lien comply with respect to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (de) All material non-public information provided by MCK Prior to the Closing, Parent shall not (and shall not permit any of its Affiliates or Representatives to) take any action, or enter into any transaction, or any agreement to effect any transaction that could reasonably be expected to (i) delay or impair the availability of the Debt Financing at Closing or impede the satisfaction of the conditions to obtaining the Debt Financing at the Closing or (ii) otherwise adversely impact the ability of Parent (or, if applicable, the Company) to enforce its rights against the other parties to the Debt Financing Commitment or the Echo Parties definitive agreements with respect thereto. (f) Prior to the Closing, the Company shall use its commercially reasonable efforts to provide to Parent such cooperation as reasonably requested by Parent that is customary in connection with arranging and obtaining the Debt Financing as contemplated by the Debt Financing Commitment. Notwithstanding the foregoing, but except as otherwise expressly required by Section 6.18(c), nothing in this Section 6.09(f) shall require the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives to (i) provide any cooperation to the extent it would interfere unreasonably with the business or operations of the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives, (ii) pay any commitment or similar fee in connection with such financing, (iii) enter into any agreement, document or instrument in connection with any financing, (iv) provide any cooperation, or take any action, that, in the reasonable judgment of the Company, could cause the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives pursuant to this Section 5.03 shall be kept confidential incur any actual or potential liability, (v) provide any cooperation, or take any action, that, in accordance the reasonable judgment of the Company, would result in a violation of any confidentiality arrangement or material agreement or the loss of any attorney-client or other similar privilege, (vi) make any representation or warranty in connection with the Confidentiality AgreementDebt Financing or the marketing or arrangement thereof, except (vii) prepare or deliver any financial statements or other financial information, (viii) provide any cooperation, or take any action, that the Parties shall would cause any representation or warranty in this Agreement to be permitted to disclose such information breached or any condition to the Financing Sources and other potential sources Closing set forth in this Agreement to fail to be satisfied, (ix) cause any member of capitalthe board of directors (or similar governing body) of the Company, rating agencies and prospective lenders (but not prospective investors any of its Subsidiaries or any of their respective Affiliates or Representatives to adopt or approve any written consent, resolution or similar approval in any debt securities offering) during syndication respect of the Debt Financing or any permitted replacementagreements or instruments entered into in connection therewith or (x) provide any cooperation, amendedor take any action, modified or alternative financing subject following the Closing. The parties hereto acknowledge and agree that the condition set forth in Section 7.02(b), as it applies to the potential sources Company’s obligations under this Section 6.09(f), shall be deemed satisfied unless the Company commits a Willful Breach of capitalits obligations under this Section 6.09(f). Parent shall indemnify the Company, ratings agencies each of its Subsidiaries and prospective lenders each of their respective Affiliates and investors entering into customary confidentiality undertakings Representatives against, be liable to such Person for and hold each such Person harmless from, any and all Costs incurred or suffered by any such Person under or in connection with the Debt Financing or any of their cooperation or assistance with respect to such the Debt Financing or the provision of any information utilized in connection therewith or otherwise arising from the Debt Financing. Parent shall from time to time, promptly upon request by the Company, reimburse the Company, each of its Subsidiaries and each of their respective Affiliates and Representatives for any and all reasonable, documented out-of-pocket fees, costs or expenses (including through a notice reasonable fees, costs and undertaking expenses of counsel, accountants and other advisors) incurred by any of them in a form customarily used connection with any of their cooperation or assistance with respect to the Debt Financing or the provision of any information utilized in confidential information memoranda for senior credit facilities)connection therewith or otherwise arising from the Debt Financing. (eg) The Company, MCK Parent and Echo Holdco Merger Sub acknowledge and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, agree that the other Parties in order to facilitate the termination and payoff obtaining of the commitments under the Echo Holdco Debt at Financing, any Alternative Financing or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior other financing is not a condition to the Closing).

Debt Financing. (a) The CompanyParent shall, MCK at the direction of the Initial Sponsor, negotiate, enter into and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts borrow under the definitive documentation relating to assist the Company to arrange and obtain the Debt Financing Financing. In order to facilitate the foregoing, the Parties agree to authorize and delegate to the Initial Sponsor the sole and exclusive responsibility, on behalf of Parent Parties and the Investors, for negotiating the terms and conditions described of the definitive documentation relating to the Debt Financing consistent with the terms and conditions of the Debt Commitment Letter. Subject and without prejudice to the foregoing, Parent, HoldCo and Merger Sub shall not, and the Investors shall not permit Parent, HoldCo or Merger Sub to, enter into or borrow under any agreement in connection with Debt Financing on terms and conditions that are materially adverse to Parent, HoldCo, Merger Sub or the Investors compared to the terms and conditions set out in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) unless such agreement or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated borrowing has been approved by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, Initial Sponsor. The Investors shall work together and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth cooperate in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation good faith in connection with arranging and negotiating the arrangement of full documentation relating to the Debt Financing. Each Investor shall provide such assistance in connection with arranging and negotiating the full documentation relating to the Debt Financing as may be requested by the Initial Sponsor. The Initial Sponsor shall keep each Party or his/its designated Representative(s) reasonably requestedinformed on the status of material developments with respect to the Debt Financing. (b) To the extent legally permissible, includingeach Investor shall: (i) participation in meetingsfurnish the Financing Bank, due diligence sessionsas promptly as reasonably practicable, drafting sessionswith financial and know-your-client information and execute and deliver such financing documents, presentations, “road shows” certificates and sessions with prospective other supporting documentation as are reasonably or customarily requested by the Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case Bank in connection with the Debt Financing;, subject to appropriate confidentiality undertakings satisfactory to such Investor, and (ii) assisting take all corporate or other actions reasonably requested by the Financing Bank to facilitate the evaluation, negotiation, execution and consummation of the Debt Financing, including facilitating the pledging of collateral and, in connection therewith, executing and delivering customary pledge and security documents, other definitive financing documents or certificates, or other documents as may be reasonably requested by the Financing Bank. (iii) in addition, each Investor shall use reasonable best efforts, to the extent legally permissible, to furnish the Financing Bank with information reasonably or customarily requested (and in such Investor’s possession) by the Financing Bank regarding the financial condition, business, operations and assets of the Company, in order for the Financing Bank to evaluate the Company and the terms of the Debt Financing. Each Investor further agrees to reasonably assist in providing information required for the preparation of materials for rating agency presentationsthe Financing Bank, offering documents, private placement memoranda, bank including information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing;. (iiic) timely furnishing financial and other pertinent information regarding For the Companyavoidance of doubt, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 2.05 shall require MCK, be construed to create any obligation on the part of any Investor to personally pledge any collateral or the Echo Parties (or provide any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) personal guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing., and the obligations of any Investor under Section 2.05(b) shall be subject to: (di) All approval by the Initial Sponsor of the material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources terms and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication conditions of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources extent such approval is required under Section 2.05(a), (ii) the terms and conditions of capitalthe Confidentiality Agreements and the Merger Agreement (including any limitations or other requirements that may be imposed by the Company Board or the Special Committee pursuant thereto), ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings and (iii) with respect to such information (including through any Investor who is a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The director or officer of the Company, MCK such Investor’s fiduciary duties, obligations of confidentiality and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing)Company.

Debt Financing. (ai) The CompanySubject to the terms and conditions of this Agreement, MCK each of Parent and Echo Holdco and their respective Subsidiaries Merger Sub shall use their its respective reasonable best efforts to assist the Company to arrange and (A) obtain the Debt Financing on the terms and conditions described set forth in the Debt Commitment Letters as promptly as practicable Letter (including any “market flex” terms therein or in the Fee Letter, and after taking into account the date hereofanticipated timing of the Marketing Period), including their reasonable best efforts to (iB) maintain in effect the Debt Commitment Letters, (ii) Letter and negotiate and enter into definitive agreements with respect thereto to the Debt Commitment Letter on the terms and conditions contained set forth in the Debt Commitment Letters Letter (including any flex provisions) “market flex” terms therein or on other terms no less favorable to in the CompanyFee Letter), (iiiC) satisfy on a timely basis all conditions applicable to Parent and Merger Sub set forth in the Debt Commitment Letters such definitive agreements that are within their control reasonable control, and (ivD) comply with its obligations under the Debt Commitment Letter, and (E) upon satisfaction of the conditions set forth in the Debt Commitment LettersLetter, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) Letter at the Closing. In the event that all conditions in the Debt Commitment Letter (other than the availability of funding of any of the Equity Financing) have been satisfied or upon funding will be satisfied, and the Closing is required to occur pursuant to Section 1.3, each of Parent and Merger Sub shall use its reasonable best efforts to cause such lenders and the other Persons providing such Debt Financing to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. (ii) 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 Debt Commitment Letter or any provision of the Fee Letter (to the extent any such amendment, alteration, or waiver would reasonably be expected to delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date) without the prior written consent of the Company if such amendment, alteration or waiver reduces the aggregate amount of the Debt Financing (unless such reduction is matched with a corresponding equivalent increase of the amount of the equity financing contemplated in the Equity Financing Letter or Alternative Debt Financing (as permitted by, and in accordance with, this Section 5.6(b)) or amends the conditions precedent to the Debt Financing in a manner that would reasonably be expected to delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date; provided, however, that Parent and Merger Sub may replace and/or amend the Debt Commitment Letter so long as (A) the terms would not be reasonably expected to delay or prevent the Closing or make the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) less likely to occur, (B) the conditions to the Debt Financing set forth in the Debt Commitment Letter as of the date hereof would not be expanded in a manner that would reasonably be expected to delay or prevent the Closing, and (C) such amendment or alternative financing does not reduce (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 such reduction is matched with a corresponding equivalent increase of the amount of the equity financing contemplated in the Equity Financing Letter; and in any such event, Parent shall disclose to the Company its intention to make any such amendment or obtain such alternative financing (the “Alternative Debt Financing”), shall keep the Company reasonably informed of the terms thereof and shall deliver to the Company final drafts of the commitment letter (the “New Debt Commitment Letter”) providing for such alternative financing. Notwithstanding the foregoing, nothing set forth in this Section 5.6(b) shall restrict Parent or Merger Sub from amending or modifying the Debt Financing Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that had not executed the Debt Commitment Letter as of the date hereof. In the event that a New Debt Commitment Letter is obtained, the term “Debt Financing” as used herein shall be deemed to mean the Debt Financing contemplated by the Debt Commitment Letter to the extent not so superseded at the time in question and any Alternative Debt Financing contemplated by a New Debt Commitment Letter to the extent then in effect, and any reference to the term Debt Commitment Letter shall be deemed to include any Debt Commitment Letter that is not superseded by the New Debt Commitment Letter at the time in question and the New Debt Commitment Letter to the extent then in effect. Parent shall promptly notify the Company of the expiration or termination of the Debt Commitment Letter and the New Debt Commitment Letter (if applicable). (iii) Upon the Company’s request, Parent shall keep the Company reasonably informed of the status of its efforts to arrange the Debt Financing and provide to the Company copies of the material definitive agreements for the Debt Financing (excluding any provisions related solely to fees or other economic terms). Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice (x) of any material breach or material default by any party to any of the Financing Letters, or any definitive agreements related to the Financing, in each case of which Parent or Merger Sub becomes aware, (y) of the receipt of any written notice or other written communication, in each case with respect to any (1) actual breach, default, termination or repudiation by any party to any of the Financing Letters or definitive agreements related to the Financing or (2) material dispute between or among any parties to any of the Financing Letters or definitive agreements related to the Financing or any provisions of any of the Financing Letters, in each case, with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing and (z) of the receipt of any notice or other communication (written or verbal) related to the likely failure by a party to the Financing Letters to fund the Financing or the reduction of any amount of the Financing; provided, that none of Parent or Merger Sub shall be required to provide such information if it would reasonably be expected to (i) result in the loss of the attorney-client privilege of Parent or Merger Sub, provided, that Parent shall use its reasonable efforts to provide such information in a manner that would not reasonably be expected to result in the loss of the attorney-client privilege, or (ii) contravene any law, judgment or binding agreement entered into prior to the date of this Agreement. As soon as reasonably practicable, but in any event within two (2) Business Days of the date the Company delivers to Parent or Merger Sub a written request, Parent and Merger Sub shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (x), (y) or (z) of the immediately preceding sentence; provided, that none of Parent or Merger Sub shall be required to provide such information if it would reasonably be expected to (i) result in the loss of the attorney-client privilege of Parent or Merger Sub, provided, that Parent shall use its reasonable efforts to provide such information in a manner that would not reasonably be expected to result in the loss of the attorney-client privilege, or (ii) contravene any law, judgment or binding agreement entered into prior to the date of this Agreement. (iv) If any portion of the Debt Financing becomes unavailable on and such portion is reasonably required to fund the terms aggregate Per Share Price, Parent and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries Merger Sub shall use their reasonable best efforts to assist the Company to arrange and obtain in replacement thereof, as promptly as reasonably practicable following the occurrence of such event, Alternative Debt Financing from the same or alternative sources in an amount, when added to the portion of the Debt Financing that is available, sufficient to fund the aggregate Per Share Price and make the other payments referred to in Section 3.10(a) and which would not otherwise reasonably be expected to (x) prevent or delay the Effective Time or the date on which the Financing would be obtained, or (y) make the funding of the Financing less likely in any such portion from alternative sourcesmaterial respect. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Section 5.6 shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, Parent or Merger Sub to (A) seek or incur Alternative Debt Financing if any term thereof is outside of, or less favorable than, any applicable economic provision of the Debt Commitment Letter or any related fee letter (including any “market flex” provision contained in the Debt Commitment Letter or any related fee letter), (B) seek any Alternative Debt Financing on termsany other terms which are otherwise materially less favorable, taken as a whole, that are no less favorable to Parent and Merger Sub than the terms contained in the Debt Commitment LettersLetter which the New Debt Commitment Letter is replacing or (C) pay any fees or other compensation in any form in excess of those contemplated by the Debt Commitment Letter or the Fee Letter (whether to secure waiver of any conditions contained therein or otherwise). Parent shall deliver to the Company true and complete copies of all Contracts pursuant to which any such alternative source shall have committed to provide any portion of the Debt Financing other than fee and engagement letters in respect of the Financing (provided, as promptly as practicable following the occurrence of that Parent shall provide such eventfee letters redacted in a form reasonably satisfactory to such alternative sources). (cv) The CompanyPrior to the Effective Time, MCK and Echo Holdco the Company shall use their its reasonable best efforts to, to provide (and the Company shall use its reasonable best efforts to cause their respective each of its Subsidiaries and their respective Representatives to use their reasonable best efforts toto provide), provide all and shall use its reasonable best efforts to cause its Representatives, including legal and accounting Representatives, to provide, in each case, at Parent’s sole expense (in accordance with the reimbursement provisions below), such cooperation reasonably requested by Parent or Merger Sub and that is customarily provided in connection with arranging and obtaining the arrangement of the Debt Financing as may be reasonably requestedor any permitted replacement, includingamended, modified or alternative financing. Such cooperation shall include using reasonable best efforts to: (iA) participation furnish Parent and Merger Sub and their financing sources as promptly as practicable with (I) (x) audited consolidated balance sheets of the Company and related statements of income, changes in meetingsequity and cash flows of for the three (3) most recently completed fiscal years ended at least ninety (90) days prior to the Closing Date and (y) unaudited consolidated balance sheets and related statements of income and cash flows of the Company for each fiscal quarter ending after December 31, due diligence sessions2011 and ending at least forty-five (45) days prior to the Closing Date, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencieswhich financial statements shall include a comparison to the same quarterly period for the prior year (to the extent available), and reasonably cooperating in the case of the financial statements referred to in clause (x) and (y) shall be prepared (1) in compliance in all material respects with all applicable requirements of Regulation S-X and Regulation S-K under the marketing efforts Securities Act for offerings of debt securities on a registration statement on Form S-1 and (2) in accordance with GAAP consistently applied, and in a manner that fairly presents, in all material respects, the consolidated financial condition, results of operations, changes in equity and cash flows of the Company and its Financing SourcesSubsidiaries as of and for the periods then ended, in each case in connection subject to normal year end adjustments and the absence of footnotes, and shall not be materially inconsistent with the Debt Financing; (ii) assisting with financial statement or forecasts of the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding Company previously provided by the Company, the Core MTS Business and/or the Echo Business, including and (II) all other financial statements, pro forma financial information, financial data, audit reports and other information regarding the business of the Company and its Subsidiaries as may be required under the Debt Commitment Letter or reasonably required by Parent in connection with the Debt Financing or incorporated in any offering document used to syndicate credit facilities of the type required by Regulation Sto be included in the Debt Financing or in connection with the offering of non-X or Regulation Sconvertible high-K yield bonds under Rule 144A promulgated under the Securities Act and other information Act, in each case assuming that such syndication of credit facilities or offerings of bonds were consummated at the same time during the Company’s fiscal year as such syndication or offerings, including of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities that would be required by Regulation S-X and Regulation S-K promulgated under the Securities Act and for a registered public offering of non-convertible debt securities of the Parent (including for Parent’s preparation of pro forma financial statements), to the extent the same is of the type and form that are customarily included in a an offering memorandum for private placement placements of debt securities pursuant to non-convertible high-yield bonds under Rule 144A promulgated under the Securities Act (which, for the avoidance of doubt, shall not include any financial statements required by Regulation S-X Rule 3-10 or 3-16 or any Compensation, Discussion and includingAnalysis required by Regulation S-K Item 402(b)), in any event, all information and data or otherwise necessary to satisfy receive from the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D Company’s independent accountants customary “comfort” (including “negative assurance” comfort) with respect to the Debt Commitment Letters financial information to be included in such offering memorandum and which, with respect to any interim financial statements, shall have been reviewed by the Company’s independent accountants as provided in SAS 100 (collectivelyall such information, the “Required Information”); (B) periodically update the Required Information so that, all to the Knowledge of which shall be provided by the Company, MCK and Echo Holdco such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading (other than information supplied by or on behalf of Parent, Merger Sub or any of their respective Affiliates as promptly as practicable after the date hereofAffiliates); (ivC) obtaining participate on reasonable advance notice in a reasonable number of meetings (x) accountants’ comfort lettersincluding customary one-on-one meetings with the parties acting as lead arranger or agents for, legal opinionsand prospective lenders and purchasers of, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company senior management and (y) executing representatives, with appropriate seniority and delivering any commitment lettersexpertise, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or and its Subsidiaries’ indebtedness or (3) incur any liability business), presentations, road shows, due diligence sessions, drafting sessions and sessions with prospective lenders, investors and rating agencies in connection with the Debt Financing.; (dD) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance assist with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources preparation of capital, materials for rating agencies and rating agency presentations, bank information memoranda, offering documents (including assistance in the preparation of Parent’s pro forma financial statements giving effect to the transactions hereunder), private placement memoranda, offering memoranda and similar documents required in connection with the Debt Financing (and providing reasonable and customary authorization letters to the financing sources authorizing the distribution of information to prospective lenders and containing customary information); (but not prospective investors in any debt securities offeringE) during syndication cooperate with Parent and Merger Sub to satisfy the conditions precedent to the Debt Financing to the extent within the control of the Company and cause 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 Debt Financing or any permitted replacementFinancing; (F) obtain customary accountants’ comfort letters, amendedappraisals and surveys, modified or alternative financing subject title insurance and other documentation and items relating to the potential sources of capitalDebt Financing as reasonably requested by Parent and, ratings agencies if requested by Parent or Merger Sub, cooperate with and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking assist Parent or Merger Sub in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).obta

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Purchaser shall use their its commercially reasonable best efforts to assist the Company take or cause to be taken all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing on at or prior to the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofClosing, including their using its commercially reasonable best efforts to to: (i) maintain in effect the Debt Commitment LettersLetter in accordance with the terms and subject to the conditions thereof, (ii) negotiate and enter into definitive agreements comply with respect thereto on the terms and conditions contained in its obligations under the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the CompanyLetter, (iii) satisfy on a timely basis (or obtain the waiver of) all conditions to funding that are within the control of Purchaser in the Debt Commitment Letter, (iv) enforce its rights pursuant to the Debt Commitment Letter, and (v) in the event that all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of Letter have been satisfied, cause the conditions set forth in the Debt Commitment Letters, consummate financing sources to fund the Debt Financing at or prior the Closing. (b) Subject to the Closing; it being understood thatterms and conditions of this Agreement, Purchaser will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Debt Commitment Letter without the consent of Seller if any portion such amendment, modification or waiver would (i) reduce the aggregate amount of the Debt Financing to be provided as contemplated by funded on the Closing Date, (ii) impose new or additional conditions or other terms to the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A Financing or otherwise has not been providedexpand, and all amend or modify any of the conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing SourcesFinancing, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum manner that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily would reasonably be expected to: (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and includingdelay, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco prevent or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to materially impede the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3B) incur any liability in connection with make the timely funding of the Debt Financing. (d) All material non-public information provided by MCK , or the Echo Parties satisfaction of the conditions to obtaining the Debt Financing, less likely to occur in any material respect, or any (iii) adversely impact the ability of their respective Subsidiaries or Representatives pursuant Purchaser to this Section 5.03 shall be kept confidential in accordance with enforce its rights against the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information other parties to the Financing Sources Debt Commitment Letter. Purchaser shall promptly (i) furnish Seller complete, correct and other potential sources executed copies of capitalany amendments, rating agencies restatements, supplements, amendments and prospective lenders restatements, modifications, waivers or replacements to the Debt Commitment Letter and (but not prospective investors ii) give Seller prompt notice of any breach (or threatened breach asserted in writing) by any debt securities offering) during syndication party of the Debt Financing Commitment Letter of which Purchaser becomes aware or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities)termination thereof. (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The CompanyAs of the date of this Agreement, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company has received true and complete copies of one or more executed debt commitment letters, dated as of the date hereof (including all exhibits, schedules and annexes thereto, the “Debt Commitment Letter”) and any fee letter referred to arrange in the Debt Commitment Letter (provided that the provisions in any fee letter related to fees and obtain other economic and any “market flex” terms may be redacted; provided that such redacted terms would not adversely affect the conditionality, availability or termination of the debt financing contemplated by, and in the amount set forth in, the Debt Commitment Letter (such debt financing, the “Debt Financing”) or reduce the amount of the Debt Financing available to less than the amount required with respect to the Debt Financing to consummate the transactions contemplated by this Agreement), pursuant to which the lenders party thereto have committed, subject to the terms and conditions set forth therein, to provide to the Company the amount of debt financing set forth therein. The Company has fully paid any and all commitment fees or other fees required by such Debt Commitment Letter to be paid on or before the date hereof. As of the date hereof, assuming due authorization, execution and delivery by the other parties thereto, the Debt Commitment Letter is a legal, valid and binding obligation of the Parent, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles and, to the Knowledge of the Parent, each other party thereto to provide the financing described therein on the terms and subject to the conditions described set forth therein and is in full force and effect, has not been amended, modified, withdrawn, terminated or rescinded in any respect, and, to the Knowledge of the Parent, as of the date hereof no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to result in a failure of any condition to the funding of the Debt Financing. No amendment or modification to, or, to the Parent’s Knowledge, withdrawal, termination or rescission of, the Debt Commitment Letters Letter is contemplated as promptly of the date hereof (except for the addition as practicable after parties to the Debt Commitment Letter of lenders, lead arrangers, bookrunners, agents, managers or similar entities that have not executed the Debt Commitment Letter as of the date hereof, including their reasonable best efforts to (i) maintain ). Assuming the Debt Financing is funded in effect accordance with the terms of the Debt Commitment Letters, (ii) negotiate Letter and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) satisfaction or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction waiver of the conditions set forth in Sections 7.1 and 7.2, the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as aggregate proceeds contemplated by the Debt Commitment Letters pursuant Letter, together with available funds of the Parent, will, in the aggregate, be sufficient for the Parent to a public offering, private offering under Rule 144A or otherwise has not been providedcomplete the transactions contemplated hereby, and to satisfy all conditions precedent of the obligations of the Parent under this Agreement, including (x) paying the Parent Aggregate Cash Consideration at Closing, (y) the Payoff Amount, and (z) in each case, paying all related fees and expenses (collectively, the “Required Amount”). Except for any fee letter referred to in the Debt Commitment Letter, as of the date hereof, there are no side letters or other Contracts or understandings related to the Parties’ obligations hereunder shall have been satisfied funding or waived (other than receipt investing, as applicable, of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) other than as expressly set forth in the Debt Commitment LettersLetter. Each Neither the fee letter referred to in the Debt Commitment Letter nor any other Contract (other than the Debt Commitment Letter) between the lenders party to the Debt Commitment Letter, on the one hand, and the Parent or any of its Affiliates, on the other hand, contains any conditions precedent or other contingencies (x) related to the funding of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status full amount of the Debt Financing or that could reduce the aggregate amount of the Debt Financing set forth in the Debt Commitment Letter or the aggregate proceeds contemplated by the Debt Commitment Letters and shall give each other notice Letter or (y) that could otherwise adversely affect the conditionality or enforceability of any material adverse change Debt Commitment Letter with respect to such Debt Financing as promptly as practicable. (b) In the event that all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The CompanyPurchaser shall take, MCK or cause to be taken, all actions within its control and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company do, or cause to be done, all things within its control that are reasonably necessary, proper or advisable to arrange and obtain the Debt Financing on at or prior to the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto Closing on the terms and conditions contained in the Debt Commitment Letters Letter, including to: (including any flex provisionsi) or on other maintain in effect the Debt Commitment Letter in accordance with its terms no less favorable to (except for such amendments, supplements, modifications expressly permitted under this Section 4.12); (ii) negotiate and enter into the Company, Debt Financing Documents; (iii) satisfy on a timely basis or obtain the waiver of all conditions to funding in the Debt Commitment Letters Letter (or Debt Financing Documents entered into with respect to the Debt Financing) that are applicable to and within their the control of the Purchaser to enable the consummation of the Debt Financing at or prior to the Closing; provided that the Purchaser shall not be required to pay fees or premiums to obtain the waiver of any conditions to the Debt Financing and the Debt Commitment Letter or Debt Financing Documents, and provided further that nothing in this Section 4.12(a)(iii) shall impact the Purchaser’s obligations, subject to the conditions in Section 2.3, to consummate the Closing on the Closing Date pursuant to this Agreement); (iv) upon satisfaction of the assuming that all conditions set forth contained in the Debt Commitment LettersLetter have been satisfied, consummate the Debt Financing at or prior to the Closing; and (v) enforce its rights under the Debt Commitment Letter, including in the event of a breach by the Debt Financing Sources that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement (it being acknowledged and agreed by the Parties that any delay to a date that would be later than the Outside Date is a material delay). (b) The Purchaser shall have the right from time to time to amend, restate, supplement or otherwise modify, or waive its rights under, any Debt Commitment Letter or Debt Financing Document; provided that the Purchaser shall not permit, without the prior written consent of Seller Parties (such consent not to be unreasonably delayed, withheld or conditioned), any amendment, restatement, supplement or other modification to be made to, or any waiver or release of any provision or remedy to be made under, the Debt Commitment Letter or any Debt Financing Document (it being understood thatthat the exercise of any “market flex” provisions shall not be deemed to be an amendment, restatement, supplement, termination, replacement, modification, waiver or release) if such amendment, restatement, supplement, termination, replacement, modification, waiver or release would: (i) reduce the aggregate amount of net proceeds available from the Debt Financing in a manner that would prevent Purchaser from having funding from committed financings (including the Debt Financing) which, together with Purchaser’s cash on hand and undrawn availability under its revolving credit agreement, will be sufficient for Purchaser to consummate the transactions contemplated by this Agreement; or (ii) impose new or additional material conditions precedent or otherwise materially expand, amend or modify any of the conditions precedent to the receipt of the Debt Financing. (c) For avoidance of doubt, and without limitation of the Purchaser’s rights hereunder and under the Debt Commitment Letter (but subject to the restrictions contained herein), the Purchaser shall be permitted to: (i) amend, restate, supplement or otherwise modify the Debt Commitment Letter to add and appoint lenders, arrangers, book-runners, underwriters, agents, syndication and documentation agents or similar entities who have not executed the Debt Commitment Letter as at the date of this Agreement to provide for the assignment and reallocation of a portion of the financing commitments contained therein (any such assignment and reallocation shall not release the obligations of the original Debt Financing Sources who executed the Debt Commitment Letter as of the date of this Agreement without the prior written consent of Seller Parties, provided however that any such assignment and reallocation shall automatically release the obligations of any applicable original Debt Financing Sources who executed the Debt Commitment Letter as of the date of this Agreement without the prior written consent of Seller Parties if the assignee purchasing such financing commitments is a Person or the affiliate of a Person with a credit rating of at least A- by Standard & Poor’s Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or at least A3 by ▇▇▇▇▇’▇ Investors Service, Inc. on the date of such assignment or reallocation), and (ii) assign its rights and obligations under the Debt Commitment Letter to certain affiliates of the Purchaser to the extent permitted under the Debt Commitment Letter (provided that any such assignment shall not affect the liabilities or obligations of the Purchaser under the terms of this Agreement and the Purchaser shall cause any such assignee to perform any such obligations to the extent necessary to preserve the original intent of the Parties under this Agreement). (d) The Purchaser shall deliver to the Seller Parties true, correct and complete copies of any executed written amendment, modification, restatement, or supplement relating to the Debt Commitment Letter (provided that such copies may be subject to customary redactions, including with respect to fee amounts, rates, economic terms and “market flex” provisions and other confidential or commercially sensitive information (but excluding any fee letters)). Any reference in this Agreement to “Debt Commitment Letter” and “Debt Financing Document” shall include any amendment, restatement, supplement or other modification of such document, in each case, from and after such amendment, restatement, supplement or other modification. (e) Upon reasonable request by Seller Parties, the Purchaser will provide Seller Parties with information, in reasonable detail, with respect to the current status of all material activity concerning arranging and obtaining the Debt Financing. Without limiting the generality of the foregoing, the Purchaser shall give the Seller Parties notice as soon as reasonably practicable: (i) of any actual material breach or material default by any party to the Debt Commitment Letter or the Debt Financing Documents of which the Purchaser becomes aware; (ii) of the receipt of any written notice or other communication with respect to any actual breach, default, termination or repudiation by any party to the Debt Commitment Letter or any Debt Financing Documents; (iii) if the Purchaser determines in good faith that it will not be able to satisfy any of the obligations to, or otherwise be able to, obtain some or any portion of the Debt Financing to be provided as on the terms, in the manner or from the sources contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A Letter or otherwise has not been provided, and all conditions precedent Debt Financing Documents prior to the Parties’ obligations hereunder shall have been satisfied or waived Outside Date; and (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under iv) if the Debt Commitment Letters Letter expires or is terminated for any reason prior to the Outside Date. As soon as reasonably practicable after the date ▇▇▇▇▇▇ delivers to the Purchaser a written request, the Purchaser shall provide any information reasonably requested by ▇▇▇▇▇▇ relating to the bridge financing contemplated by and on circumstances referred to in clauses (i) to (iv) in this Section 4.12(e). The Purchaser shall not be required to make a disclosure under this Section 4.12(e) to the terms and conditions (including extent that any such disclosure would be prohibited under applicable “flex” provisions) set forth Law or contractual arrangements or could reasonably be expected to result in the Debt Commitment Letters. Each a waiver of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableattorney-client privilege. (bf) In the event that If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any applicable “market flex” provisions) contemplated by the Debt Commitment Letters (including any flex provisions)Letter, the Company, MCK and Echo Holdco and their respective Subsidiaries Purchaser shall use their its commercially reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Lettersobtain, as promptly as practicable following but in no event later than Closing, alternative financing for such unavailable portion, including alternative debt and/or equity financing (“Alternative Financing”) provided that such Alternative Financing shall not reduce aggregate proceeds in the occurrence of such eventmanner described in Section 4.12(b)(i) nor impose additional conditions in the manner set forth in Section 4.12(b)(ii). (cg) The CompanyPurchaser shall deliver to ▇▇▇▇▇▇ true, MCK correct and Echo Holdco shall use their reasonable best efforts tocomplete copies of any executed commitment or similar letter(s) for any Alternative Financing when available (provided that such copies may be subject to customary redactions with respect to fee amounts, rates, economic terms, “market flex” provisions, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection with other confidential or commercially sensitive information (but excluding any fee letters)). In the arrangement of the Debt Financing as may be reasonably requested, including: event that: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Alternative Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; as contemplated under Section 4.12(f) is obtained or (ii) assisting with the preparation of materials Purchaser otherwise arranges and obtains alternative debt financing, all references in this Agreement to “Debt Financing” shall be deemed to include such Alternative Financing and all references to the “Debt Commitment Letter” shall be deemed to include the applicable commitment or similar letter(s) and any related fee letter(s) for rating the Alternative Financing and all references to “Debt Financing Documents” shall be deemed to include the applicable credit, underwriting, agency presentationsor purchase agreement, offering documentsor other definitive documentation, private placement memoranda, bank information memoranda for such Alternative Financing (h) The Purchaser acknowledges and agrees that the Purchaser’s obligations hereunder (including a bank information memorandum that does to consummate the Transaction) are not include material non-public information and the delivery of customary authorization letters with respect in any way, directly or indirectly, contingent, conditioned or otherwise subject to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the Purchaser’s consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and Financing, any equity financing or any other financing arrangements (y) executing and delivering including any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) aboveAlternative Financing), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with Purchaser obtaining the Debt Financing. , any equity financing or any other financing (dincluding any Alternative Financing) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication availability of the Debt Financing Financing, any equity financing or any permitted replacement, amended, modified or alternative other financing subject (including any Alternative Financing) to the potential sources Purchaser, regardless of capitalthe reasons for why the Debt Financing, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information any equity financing or any other financing (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (eany Alternative Financing) The Companymay not be consummated, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, obtained or available or whether such reasons are within or beyond the other Parties in order to facilitate the termination and payoff control of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing)Purchaser.

Debt Financing. (ai) The Company, MCK and Echo Holdco and their respective Subsidiaries Purchaser shall use their its reasonable best commercial efforts to assist the Company take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetter, including their reasonable best efforts to to: (iA) maintain in effect the Debt Commitment LettersLetter in accordance with its terms (except for such amendments, supplements, modifications, replacements or waivers permitted under this Section 3.7 and provided that Purchaser shall be entitled to reduce the commitments under the Debt Commitment Letter in an amount not greater than the net proceeds received by it from another Financing, including a Debt Issue, from asset sales or other dispositions of property or from existing credit facilities); (iiB) satisfy or cause to be satisfied on a timely basis all conditions to obtaining the Debt Financing as set forth in the Debt Commitment Letter that are within its control; (C) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in contemplated by the Debt Commitment Letters Letter (including any flex provisions) or on with other terms no less favorable agreed to by Purchaser and the Financing Sources, to the Companyextent not prohibited under this Section 3.7, provided such terms would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement (iiiit being agreed that any delay to a date that would be later than the Outside Date would be a material delay)) satisfy on a timely basis so that such agreements are in effect no later than the Effective Date; (D) comply in all conditions in material respects with its obligations under the Debt Commitment Letters that are within their control Letter and definitive agreements with respect thereto; (ivE) upon satisfaction of subject to the terms and conditions set forth in the Debt Commitment LettersLetter, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion Effective Date to the extent the proceeds of the Debt Financing are required to be provided as consummate the transactions contemplated by this Agreement on the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, Effective Date; and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments F) enforce its rights under the Debt Commitment Letters Letter in the event of any breach or default by any Financing Source thereunder that would reasonably be expected to provide prevent or materially delay the bridge financing consummation of the transactions contemplated by and on this Agreement (it being agreed that any delay to a date that would be later than the terms and conditions Outside Date would be a material delay); (including any applicable “flex” provisionsii) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco Purchaser shall keep each other reasonably MEG informed with respect to all material developments concerning the Debt Financing and, upon reasonable request by ▇▇▇, Purchaser will provide MEG with information, in reasonable detail, with respect to the current status of all material activity concerning arranging and obtaining the status Debt Financing. Without limiting the foregoing, ▇▇▇▇▇▇▇▇▇ agrees to notify MEG promptly if at any time (A) the Debt Commitment Letter shall expire or be terminated for any reason; (B) any Financing Source that is a party to the Debt Commitment Letter notifies Purchaser in writing that such Financing Source no longer intends to provide financing to Purchaser on the terms set forth therein (other than by reason of an assignment of its commitment thereunder to another Financing Source or the replacement of such Financing Source with another Financing Source); (C) if for any reason Purchaser believes in good faith that it will not be able to obtain all or any portion of the Debt Financing contemplated by the Debt Commitment Letters Letter (other than by reason of a reduction of the commitments under the Debt Commitment Letter as a result of, and in an amount not greater than, the net proceeds received from another Financing, including a Debt Issue, from asset sales or other dispositions of property or from existing credit facilities); and (D) Purchaser receives any notice, or other communication with respect to, any actual or threatened breach, default, termination or repudiation by any party to the Debt Commitment Letter. As soon as reasonably practicable after the date MEG delivers to Purchaser a written request, Purchaser shall give each other notice provide any information reasonably requested by MEG relating to any circumstance referred to in clause (A), (B), (C) or (D) of the immediately preceding sentence. Purchaser shall not be required to make a disclosure under this Section 3.7(a) to the extent that any such disclosure would be prohibited under Applicable Laws or could reasonably be expected to result in a waiver of solicitor-client privilege; (iii) Purchaser shall not permit, without the prior written consent of MEG (not to be unreasonably withheld, delayed or conditioned, provided that it shall not be unreasonable for MEG to withhold consent to any amendment or modification that would reasonably be expected to cause closing of the Arrangement to occur after the Outside Date), any amendment or modification to be made to, or any waiver or release of any provision or remedy to be made under, the Debt Commitment Letter (it being understood that the exercise of any "market flex" provisions shall not be deemed to be an amendment, modification, waiver or release) if such amendment, modification, waiver or release would: (A) reduce the aggregate amount available from the Debt Financing to an amount that, together with Purchaser's cash on hand and the net proceeds received by it from another Financing, including a Debt Issue, from asset sales or other dispositions of property or from existing credit facilities, would be less than the amount required to satisfy the aggregate cash portion of the Consideration payable under the terms of the Plan of Arrangement, all other obligations payable by Purchaser pursuant to this Agreement; (B) add or expand the conditions precedent or contingencies to the funding on the Effective Date, in a manner reasonably likely to prevent or delay or impair the ability of Purchaser to consummate the transactions contemplated by this Agreement; (C) otherwise expand, amend, modify or waive any provision of the Debt Commitment Letter in a manner that in any such case would reasonably be expected to: (x) materially delay or impair the funding of the Debt Financing (or satisfaction of the conditions precedent to the funding of the Debt Financing) on the Effective Date or otherwise prevent, materially delay or impair the transactions contemplated by this Agreement in any material adverse change with respect respect; or (y) adversely affect the ability of Purchaser to timely consummate the transactions contemplated hereby; or (D) adversely affect the ability of Purchaser to enforce its rights against the other parties to the Debt Commitment Letter as so amended, replaced, supplemented or otherwise modified or waived, relative to the ability of Purchaser to enforce their rights against such parties to the Debt Commitment Letter as in effect on the date hereof; provided, however, that Purchaser may replace or amend the Debt Commitment Letter to add lenders (including by way of novation), arrangers, agents, bookrunners, underwriters, initial purchasers, managers (and other similar entities) and other financing sources who had not executed such Debt Commitment Letter as of the date hereof if the addition of such additional parties, individually or in the aggregate, would not prevent, materially delay or impair the availability of the Debt Financing or the consummation of the transactions contemplated by this Agreement. Purchaser shall promptly deliver to MEG true and complete copies of any amendment, replacement, supplement or other modification or waiver of the Debt Commitment Letter. In such event, the term "Debt Commitment Letter", as promptly as practicable.used herein shall be deemed to include any such amendment, replacement, supplement or other modification or waiver of the Debt Commitment Letter entered into in accordance with this Section 3.7(a); and (biv) In the event that if all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons Letter (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers by reason of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff reduction of the commitments under the Echo Holdco Debt at Commitment Letter as a result of, and in an amount not greater than, the net proceeds received from another Financing, including a Debt Issue, from asset sales or prior other dispositions of property or from existing credit facilities), or the Debt Commitment Letter shall be withdrawn, repudiated, terminated or rescinded for any reason, then Purchaser shall use its reasonable commercial efforts to Closing arrange and obtain, as promptly as practicable, from the same and/or alternative Financing Sources, alternative financing on terms that are not materially less favorable to Purchaser than the terms and conditions contemplated in the Debt Commitment Letter as in effect on the date hereof (including the repayment "market flex" provisions contained in full of any related fee letter) and in an amount sufficient to enable Purchaser to consummate the transactions contemplated by this Agreement on a date that is no later than the Outside Date. In the event any alternative financing is obtained in accordance with this Section 3.7(a)(iv) ("Alternative Financing"), references in this Agreement to the Debt Financing shall also be deemed to refer to such Alternative Financing, and if one or more commitment letter or underwriting, agency or purchase agreements are entered into or proposed to be entered into in connection with such Alternative Financing, references in this Agreement to the Debt Commitment Letter shall also be deemed to refer to such commitment letters or underwriting, agency or purchase agreements relating to such Alternative Financing, and all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior Purchaser pursuant to this Section 3.7(a) shall be applicable thereto to the Closingsame extent as Purchaser's obligations with respect to the Debt Financing. Purchaser shall promptly provide MEG with a correct and complete copy of any commitment letters and related fee letters or underwriting, agency or purchase agreements (or similar agreements) relating to such Alternative Financing (redacted as set forth above).

Debt Financing. (a) The CompanyBuyer shall, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist cause the Company Debt Financing Subsidiary to, take all actions within its control that are necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions not materially less favorable than those described in the Debt Commitment Letters Letter as promptly as practicable after the date hereof, including their reasonable best efforts taking all actions within its control to (i) maintain in effect the Debt Commitment LettersLetter, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters Letter (including any the flex provisions) or on other terms no less favorable to the CompanyBuyer, (iii) satisfy or obtain a waiver thereof on a timely basis all conditions in the Debt Commitment Letters that are within their control and Letter, (iv) upon satisfaction of the assuming that all conditions set forth contained in the Debt Commitment LettersLetter have been satisfied, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, Closing and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments v) enforce its rights under the Debt Commitment Letters to provide Letter. (b) Buyer shall, upon the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each reasonable request of the Company, MCK and Echo Holdco shall keep each other the Company reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters Letter and shall give each other the Company notice of any material adverse change with respect to such Debt Financing as promptly as practicable. Without limiting the generality of the foregoing, Buyer shall give the Company prompt notice (x) of any material breach or default by any party to the Debt Commitment Letter or any definitive agreements related to the Debt Financing, in each case of which Buyer becomes aware, (y) of the receipt of any written notice or other written communication, in each case received from any Debt Financing Source with respect to any (1) material breach of Buyer’s or the Debt Financing Subsidiary’s obligations under the Debt Commitment Letter or definitive agreements related to the Debt Financing, or default, termination or repudiation by any party of the Debt Commitment Letter or definitive agreements related to the Debt Financing or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Debt Financing or any provisions of the Debt Commitment Letter, in each case, with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at Closing or (z) if, at any time, Buyer believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on terms and conditions, in the manner, or from the sources contemplated by the Debt Commitment Letter or definitive agreements related to the Debt Financing; provided that in no event shall Buyer be under any obligation to disclose any information pursuant to clauses (1) or (2) that would waive the protection of attorney-client or similar privilege if such party shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. As soon as reasonably practicable, but in any event within 24 hours of the delivery by the Company to Buyer of a written request therefor, Buyer 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. (bc) Buyer shall have the right from time to time to amend, supplement or otherwise modify or waive its rights under the Debt Commitment Letter, including to (i) obtain alternative sources of financing in lieu of all or a portion of the Debt Financing, including in a private placement of securities pursuant to Rule 144A under the Securities Act, (ii) add and appoint additional arrangers, bookrunners, underwriters, agents, lenders and similar entities, to provide for the assignment and reallocation of a portion of the financing commitments contained therein and to grant customary approval rights to such additional arrangers and other entities in connection with such appointments or (iii) modify pricing and implement or exercise any of the “market flex” provisions exercised by the Lenders in accordance with the Debt Commitment Letter; provided that no such amendment, supplement, modification or waiver shall (A) reduce the aggregate amount of available Debt Financing, to less than the amount required to consummate the transactions contemplated by this Agreement (except to the extent there is a corresponding increase to the Equity Financing), (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Debt Financing as set forth in the existing Debt Commitment Letter or (C) otherwise amend, supplement, modify or waive the terms of the Debt Commitment Letter in a manner that could reasonably be expected to impede, delay or prevent the Closing. Buyer shall furnish to the Company a copy of any amendment, modification, waiver or consent of or relating to the Debt Commitment Letter promptly upon execution thereof. Buyer shall use its reasonable best efforts to refrain, and shall cause the Debt Financing Subsidiary to use its reasonable best efforts to refrain, from taking, directly or indirectly, any action that could reasonably be expected to result in a failure of any of the conditions contained in the Debt Commitment Letter or in any definitive agreement related to the Debt Financing. Buyer shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts that become due and payable under the Debt Commitment Letter and the definitive agreements with respect thereto. (d) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters Letter (including any the flex provisions) (other than as a direct and proximate result of the Company’s material breach of any provision of this Agreement), the CompanyBuyer shall take all actions within its control that are necessary, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company proper or advisable to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in not materially more adverse to Buyer or the Debt Commitment LettersFinancing Subsidiary (including after giving effect to the market flex provisions) or that are otherwise reasonably acceptable to Buyer, as promptly as practicable following the occurrence of such event. ; provided that the terms of such alternative financing shall not (cA) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives impose new or additional conditions precedent or expand upon the conditions precedent to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested, including: set forth in the existing Debt Commitment Letter or (iB) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective reduce the aggregate amount of available Debt Financing Sources, investors and ratings agencies, and reasonably cooperating to less than the amount required to consummate the transactions contemplated by this Agreement (together with the marketing efforts other sources of Financing contemplated hereby). Buyer shall deliver to the Company true, correct and its Financing Sources, in each case complete copies of all agreements entered into in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than alternative financing promptly following the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved)execution thereof; provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties Buyer shall be permitted to disclose such information redact any fee letters required to be delivered pursuant to this sentence in the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilitiessame manner as contemplated by Section 5.8(d). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate withIn furtherance of, and take all actions reasonably required bysubject to the conditions set forth in, the other Parties in order to facilitate provisions of this Section 7.7, the termination and payoff Debt Commitment Letter may be amended, restated, supplemented or otherwise modified or superseded at the option of Buyer after the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full date of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or this Agreement but prior to the Closing by instruments (the “New or Amended Debt Commitment Letters”) that either amend, amend and restate, or replace the existing Debt Commitment Letter or contemplate co-investment by or financing from one or more other or additional parties. In such event, the term “Debt Commitment Letter” as used herein shall be deemed to include the New or Amended Debt Commitment Letters to the extent then in effect and the term “Debt Financing” as used herein shall be deemed to include the debt financing contemplated by any such New or Amended Debt Commitment Letters. Buyer shall furnish to the Company a copy of any New or Amended Debt Commitment Letter promptly upon execution thereof. (f) Buyer acknowledges and agrees that the obtaining of any financing is not a condition to the Closing). (g) At all times prior to and including the Closing Date, the Buyer shall cause the Debt Financing Subsidiary to remain a wholly-owned Subsidiary of the Buyer.

Debt Financing. (a) The Company, MCK Each of Parent and Echo Holdco and their respective Subsidiaries Merger Sub shall use their reasonable best efforts to assist the Company take, or cause to arrange be taken, all actions necessary to arrange, obtain and obtain consummate the Debt Financing on the terms and conditions described (including “market flex” provisions) set forth in the Debt Commitment Letters as promptly as practicable after Letter and the date hereofDebt Financing Fee Letter, on or prior to the Funding Date, including their reasonable best efforts to (i) maintain in effect and comply in all material respects (to the extent such compliance is within the control of Parent and Merger Sub) with the Debt Commitment LettersPapers, (ii) negotiate negotiate, and enter into binding definitive agreements with respect thereto to, the Debt Financing on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable subject only to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable the market “flex” provisions) set forth in the Debt Commitment LettersLetter and the Debt Financing Fee Letter (or on other terms that in the aggregate are not materially less favorable, taken as a whole, to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter and the Debt Financing Fee Letter) (provided no such other terms would reasonably be expected to adversely impair or delay the ability of Parent and Merger Sub to consummate the Merger or obtain the Debt Financing in an aggregate amount no less than the Required Amount) (such definitive agreements in respect of the Debt Financing, collectively with the Debt Commitment Papers, collectively the “Debt Documents”), (iii) satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and Merger Sub in the Debt Commitment Papers that are within control of the Parent and that are necessary to cause funding of the Debt Financing to occur on the Funding Date, and (iv) upon the satisfaction or waiver of the conditions herein to Parent’s and ▇▇▇▇▇▇ Sub’s obligations to consummate the Merger (other than those conditions that by their nature are to be satisfied at the Closing), consummate the Debt Financing. Each Parent and Merger Sub shall not, without the prior written consent of the Company, MCK and Echo Holdco shall keep each agree to or permit any termination, rescission or withdrawal of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, or assignment of, the Debt Commitment Letter or any other Debt Document if such termination, recission, withdrawal, amendment, supplement, modification, waiver or assignment would reasonably informed with respect be expected to all material activity concerning (A) reduce the status aggregate amount of any portion of the Debt Financing (including by changing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Debt Commitment Letters and shall give each other notice Letter or the Debt Financing Fee Letter (including any “flex” provisions set forth therein)) to an amount below the Required Amount, (B) impose any new or additional conditions precedent or contingencies to the availability of the Debt Financing or otherwise expand, amend or modify any of the conditions precedent to the Debt Financing in a manner that would reasonably be expected to prevent or delay the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing), (C) make the funding of any material adverse change with respect to such portion of the Required Amount of the Debt Financing (or satisfaction of any condition to obtaining any portion of the Required Amount of the Debt Financing) less likely to occur or (D) adversely impact the ability of Parent or Merger Sub, as promptly as practicableapplicable, to consummate the Debt Financing, in at least the Required Amount, on the Funding Date. (b) In Upon request by the Company, Parent shall keep the Company informed on a reasonably prompt basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. Parent and Merger Sub shall give the Company prompt notice of (i) any material and actual breach, default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to result in a breach or default), termination or cancellation by any party to any Debt Document of which Parent or Merger Sub becomes aware, (ii) the receipt by Parent or Merger Sub of any written notice or other written communication from any Debt Financing Source with respect to any (A) actual or threatened (in writing) material breach, material default, termination or cancellation by any party to any Debt Document that would reasonably be expected to make the Debt Financing (in an amount at least equal to the Required Amount) less likely to occur on the Funding Date or (B) dispute or disagreement between Parent and any Debt Financing Source or among any parties to any Debt Document (other than ordinary course or customary negotiations relating to the Debt Commitment Letter or any definitive document related to the Debt Financing), in each case regarding the Debt Financing and which would reasonably be expected to make the Debt Financing (in an amount at least equal to the Required Amount) less likely to occur on the Funding Date, and (iii) the occurrence of an event or development that would reasonably be expected to adversely impact the ability of Parent or Merger Sub to timely obtain all or any portion of the Debt Financing necessary to fund the Required Amount on the terms and in the manner contemplated by the Debt Commitment Letter. If (x) commitments with respect to any portion of the Debt Financing expire or terminate or (y) any portion of the Debt Financing becomes unavailable on the terms and conditions (including any applicable market “flex” provisions) contemplated by the Debt Commitment Letters (including any flex provisions)Letter, Parent shall promptly so notify the Company, MCK Company in writing and Echo Holdco Parent and their respective Subsidiaries Merger Sub shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion obtain, as promptly as practicable, in replacement thereof alternative financing (the “Alternative Financing”) from alternative sources, on termssources in an amount sufficient to fund the Required Amount with terms and conditions, taken as a whole, that are no not less favorable to Parent and Merger Sub (or their respective Affiliates) than the terms contained and conditions set forth in the Debt Commitment LettersPapers (including market “flex” provisions). Parent shall deliver to the Company true and complete copies of the alternative debt commitment letters (including fee letters) pursuant to which any such alternative source shall have committed to provide any portion of the Alternative Financing, as promptly as practicable following which fee letter(s) may be redacted for the occurrence fee amounts and other economic terms customarily redacted for transactions of such event. this type. For the avoidance of doubt, it is understood and agreed that, subject to the limitations set forth in Section 6.17(a) and this Section 6.17(b), Parent and Merger Sub may amend, restate and/or replace (cor cause any of the foregoing) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives the Debt Commitment Letter to use their reasonable best efforts to, provide all cooperation (x) add (in connection accordance with the arrangement Debt Commitment Letter) additional Debt Financing Sources or reallocate commitments among creditworthy lenders or reassign titles so long as the aggregate amount of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with is not reduced below the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements Amount and (y) other reasonably requested documents at least 10 days prior implement or exercise any “flex” provisions in the Debt Financing Fee Letter as in effect on the date of this Agreement. For purposes of this Agreement, references to the Closing “Debt Commitment Letter” shall include such documents as permitted to be amended, restated, modified, supplemented or replaced by this Section 6.17 and (z) references to “Debt Financing” shall include the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to debt financing contemplated by the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral Letter as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof permitted to be made available to the Company and (y) executing and delivering any commitment lettersamended, underwriting modified, supplemented or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate replaced by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing6.17. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries shall Parent will use their reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter in full force and effect, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the not amend, terminate or waive any provisions under such Debt Commitment Letters (including any flex provisions) Letter which amendment, termination or on other terms no less favorable to waiver would adversely affect the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction availability of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as financing contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been providedLetter, and all conditions precedent (ii) comply, to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt extent within Parent’s control, with all of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth covenants of Parent in the Debt Commitment Letters. Each Letter and take all actions, to the extent within Parent’s control, necessary or desirable to cause all of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect conditions to all material activity concerning the status funding of the Debt Financing financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, Letter to be satisfied as promptly as practicable following the occurrence date hereof and in coordination with the satisfaction of such event. the other closing conditions set forth herein, including obtaining any opinions of legal counsel required by the Lender thereunder and, to the extent within Parent’s control, assure that there is no breach or default or event of default under any of its existing financing agreements, (ciii) The Companyaccept any changes in the terms and conditions of the proposed financing contemplated in the “market flex” provision of the Debt Commitment Letter or fee letter related thereto, MCK (iv) enforce its rights under the Debt Commitment Letter and Echo Holdco shall (v) consummate the Debt Financing or the Alternative Financing. Parent agrees to notify the Company following its receipt of notification by any financing source under the Debt Commitment Letter that it does not intend to provide or asserts its inability or refusal to provide any financing described in the Debt Commitment Letter. If funding of the indebtedness contemplated by the Debt Commitment Letter becomes unavailable for any reason, Parent will use their reasonable best efforts toto obtain alternative financing on terms that are no less favorable to Parent (as determined in the reasonable judgment of Parent) than those contained in the Debt Commitment Letter or fee letter related thereto including, and for the avoidance of doubt, the “market flex” (an “Alternative Financing”). Parent shall cause their respective Subsidiaries and their respective Representatives keep the Company reasonably informed of any material adverse developments relating to the proposed debt financing. Without limiting the generality of the foregoing, Parent shall use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the closing conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the debt financing contemplated by the Debt Commitment Letters Letter (collectivelyor, if applicable, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (ivAlternative Financing) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and are within its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, control. Parent acknowledges that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication receipt of the Debt Financing or any permitted replacement, amended, modified or alternative other financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through is not a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior condition to the Closing).

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Parent shall use their its reasonable best efforts, and shall cause each of its Subsidiaries to use 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 obtain funds sufficient to fund the Financing Amounts, including using reasonable best efforts to assist take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain the Company to arrange and obtain proceeds of the Debt Financing on the terms and subject only to the conditions described in the Debt Commitment Letters as promptly as practicable after the date hereofLetters, including their reasonable best efforts to by (i) maintain maintaining in effect the Debt Commitment Letters, (ii) negotiate negotiating and enter entering into definitive agreements with respect thereto on to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Debt Commitment Letters (including any flex provisionsrelated fee letter) on or on other terms no less favorable prior to the CompanyClosing Date, (iii) satisfy satisfying on a timely basis all conditions in the Debt Commitment Letters that are and the Definitive Agreements within their Parent’s control and complying with its obligations thereunder (including, for the avoidance of doubt, the payment of fees required thereunder) and (iv) upon satisfaction of the conditions set forth in enforcing its rights under the Debt Commitment Letters, consummate . (b) In the Debt Financing at or prior to the Closing; it being understood that, if event any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters Letter becomes unavailable regardless of the reason therefor (as determined by Parent in its reasonable discretion after consulting with the Financing Parties), (i) Parent shall promptly notify the Company in writing of such unavailability and the reason therefor and (ii) Parent shall use its reasonable best efforts, and shall give cause each other notice of any material adverse change with respect its Subsidiaries to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts efforts, to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. , alternative debt financing for any such portion from alternative sources (cthe “Alternative Financing”) The Companyin an amount sufficient, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection when taken together with the arrangement cash of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company Parent and its Financing Sources, in each case in connection with the Debt Financing; Subsidiaries (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (but not including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except and the other sources of funds immediately available to Parent at the Closing to pay the Financing Amounts and their respective Representatives executing that do not include any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject conditions to the consummation of such alternative debt financing that are more onerous than the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets conditions set forth in connection with the Debt Financing,(2) guarantee any Commitment Letter. To the extent requested in writing by the Company from time to time, Parent shall keep the Company informed on a reasonably current basis of the Company’s or status of its Subsidiaries’ indebtedness or (3) incur any liability in connection with efforts to arrange and consummate the Debt Financing. (d) All . Without limiting the generality of the foregoing, Parent shall promptly notify the Company in writing if it has knowledge of any material non-public information provided breach, default, repudiation, cancellation or termination by MCK or any party to the Echo Parties Debt Commitment Letter or any Definitive Agreement and a copy of their respective Subsidiaries any written notice or Representatives pursuant other written communication from any Financing Party with respect to any actual material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement of any provision thereof. The foregoing notwithstanding, compliance by Parent with this Section 5.03 7.16 shall be kept confidential in accordance with not relieve Parent of its obligations to consummate the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but transactions contemplated by this Agreement whether or not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities)Alternative Financing is available. (ec) The Company, MCK and Echo Holdco and their respective None of Parent nor any of its Subsidiaries shall cooperate with(without the prior written consent of the Company) consent or agree to any amendment, and take all actions reasonably required byreplacement, supplement, termination or modification to, or any waiver of any provision under, the other Parties in order to facilitate Debt Commitment Letters or the termination and payoff Definitive Agreements if such amendment, replacement, supplement, modification or waiver (1) decreases the aggregate amount of the commitments under Debt Financing to an amount that would be less than an amount that would be required, when taken together with cash or cash equivalents held by Parent and the Echo Holdco Company on the Closing Date and the other sources of funds available to Parent on the Closing Date, to pay the Financing Amounts, (2) could reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement, (3) adversely impacts the ability of Parent to enforce its rights against the other parties to the Debt at Commitment Letters or prior the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, or (4) adds new (or adversely modifies any existing) conditions to the consummation of all or any portion of the Debt Financing; provided, that Parent may amend, replace, supplement and/or modify any of the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed such Debt Commitment Letters as of the date of this Agreement, provided that (i) the addition of such parties would not be reasonably expected to delay or prevent Closing and (ii) such amendments do not (A) reduce the aggregate amount of the Debt Financing (including by changing the repayment in full amount of all obligations then outstanding thereunder and fees to be paid or any original issue discount of the release Debt Financing (or payment of all encumbrancesfees having similar effect)) or (B) impose new or additional conditions, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).otherwise

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Company shall use their its reasonable best efforts to assist take, or cause to be taken, all appropriate actions and do, or cause to be done, all things reasonably necessary or advisable to consummate the Refinancing. In addition, the Company shall use its reasonable best efforts to take, or cause to be taken, all appropriate actions and do, or cause to be done, all things reasonably necessary or advisable to arrange and obtain the Debt Financing on a timely basis (but in any event substantially concurrent with the Closing) on the terms and subject only to the conditions contained in the Debt Commitment Letter and the Fee Letter (including any “market flex” provisions that are contained in the Fee Letter) or on other terms and conditions not less favorable to the Company in any material respect than those described in the Debt Commitment Letters as promptly as practicable after Letter and the date hereofFee Letter (including any “market flex” provisions that are contained in the Fee Letter), including their using reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter (subject to the Company’s and its Subsidiaries’ right to replace, amend, restate, supplement, modify, assign, or waive the Debt Commitment Letter in accordance herewith and subject to the Restricted Debt Financing Changes), (ii) negotiate and enter into definitive agreements with respect thereto to the Debt Commitment Letter (such definitive agreements being referred to as the “Debt Financing Agreements”) on the terms and subject only to the conditions contained in the Debt Commitment Letters Letter and the Fee Letter (including any flex provisionssuch “market flex” provisions contained in the Fee Letter) or on other terms no and conditions not less favorable to the CompanyCompany in any material respect than those described in the Debt Commitment Letter and the Fee Letter (including any “market flex” provisions that are contained in the Fee Letter), (iii) satisfy on a timely basis (but in any event substantially concurrent with the Closing) or obtain the waiver of all conditions applicable to the Company or its Subsidiaries contained in the Debt Commitment Letters that are within their control and Letter (or any Debt Financing Agreements), (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters Letter and the Fee Letter substantially concurrent with the Closing and (v) enforce its rights under the Debt Commitment Letter and the Debt Financing Agreements. The Company shall keep the Acquiror informed upon request on a reasonably prompt basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. The Company shall give each other the Acquiror prompt written notice upon having Knowledge of any material adverse change with respect default or breach by any party to such the Debt Financing as promptly as practicableCommitment Letter or any termination of the Debt Commitment Letter. (b) Other than as set forth in this Section 8.5(b), prior to the Closing, the Company or the Company Debt Financing Subsidiary shall not, without the prior written consent of the Acquiror (not to be unreasonably conditioned, withheld, delayed or denied), replace, amend, restate, supplement, modify, assign or waive any provision of the Debt Commitment Letter, the Fee Letter or the Debt Financing Agreements (it being understood that the exercise of any “market flex” provisions contained in the Fee Letter shall not be deemed a replacement, amendment, restatement, supplement, modification, assignment or waiver) to the extent such replacement, amendment, restatement, supplement, modification, assignment or waiver would (i) reduce the aggregate amount of the Debt Financing such that the Company and its Subsidiaries would not have sufficient cash proceeds, together with (A) cash on hand of the Company and its Subsidiaries, (B) the Investor Investment Amount, (C) the PIPE Investment Amount, (D) cash available in the Trust Account following the Acquiror Shareholders’ Meeting, after deducting the amount required to satisfy the Acquiror Share Redemption Amount, and (E) other cash on hand at the Acquiror or Merger Sub on the Closing Date hereunder, to permit the Company and its Subsidiaries to consummate the Refinancing and pay the Financing Amounts on the Closing Date, (ii) adversely affect the ability of the Company or the Company Debt Financing Subsidiary, as applicable, to enforce its rights against the other parties to the Debt Commitment Letter or the Debt Financing Agreements or (iii) would reasonably be expected to prevent, delay or hinder the Closing, including by imposing additional conditions, or otherwise amending, restating, supplementing, modifying, assigning or waiving any of the existing conditions to the availability of the Debt Financing (items under clauses (i) through (iii) above, collectively, the “Restricted Debt Financing Changes”); provided that, for the avoidance of doubt, the Company or the Company Debt Financing Subsidiary may replace, amend, restate, supplement, modify, assign or waive the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities (or titles with respect to such entities) that have not executed the Debt Commitment Letter as of the date of this Agreement, subject to the Restricted Debt Financing Changes (it being understood that the aggregate commitments of the lenders party to the Debt Commitment Letter prior to such replacement, amendment, restatement, supplement, modification, assignment or waiver may be reduced in the amount of such additional party’s commitments); provided, further, that the Company shall notify the Acquiror in writing of any such replacement, amendment, restatement, supplement, modification, assignment of, or waiver of any of its rights under, the Debt Commitment Letter not otherwise prohibited by the foregoing clauses (i) through (iv) reasonably promptly after the time such replacement, amendment, restatement, supplement, modification, assignment or waiver is agreed. The Company shall promptly deliver to the Acquiror copies of any replacement, amendment, restatement, supplement, modification, assignment or waiver to or under the Debt Commitment Letter or the Debt Financing Agreements. In the event that any portion of the Debt Financing becomes unavailable on unavailable, regardless of the terms and reason therefor (other than as a result of Acquiror’s or Merger Sub’s breach of any provisions of this Agreement or failure to satisfy the conditions contemplated by the Debt Commitment Letters (including any flex provisionsset forth in Section 9.1 or Section 9.2), the Company, MCK and Echo Holdco and their respective Subsidiaries shall Company will (x) use their reasonable best efforts to assist obtain alternative debt financing (in an amount sufficient, when taken together with the available portion of the Debt Financing, and together with (A) cash on hand of the Company and its Subsidiaries, (B) the Investor Investment Amount, (C) the PIPE Investment Amount, (D) cash available in the Trust Account following the Acquiror Shareholders’ Meeting (after deducting the amount required to arrange satisfy the Acquiror Share Redemption Amount) and obtain (E) other cash on hand at the Acquiror or Merger Sub on the Closing Date hereunder, to consummate the Refinancing and pay the Financing Amounts) from the same or other sources and which does not include any terms or conditions to the consummation of such portion from alternative sources, on terms, taken as whole, debt financing that are no less favorable to the Company in any material respect than the terms those contained in the Debt Commitment Letters, as Letter and the Fee Letter (including any “market flex” provisions that are contained in the Fee Letter) and (y) promptly as practicable following notify the occurrence Acquiror of such eventunavailability and the reason therefor. For purposes of this Agreement, upon any replacement, amendment, restatement, supplement, modification, assignment of, or waiver under, the Debt Commitment Letter (including in connection with an alternative debt financing) in accordance with this Section 8.5(b), the term “Debt Commitment Letter,” and consequently the term “Debt Financing,” shall mean such Debt Commitment Letter as so replaced, amended, restated, supplemented, modified, assigned or waived and the Debt Financing contemplated by such Debt Commitment Letter as so replaced, amended, restated, supplemented, modified, assigned or waived. (c) The From the date of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Closing Date, upon the reasonable request of the Company, MCK the Acquiror shall, and Echo Holdco shall use their its reasonable best efforts to, to cause its Subsidiaries to and shall use reasonable best efforts to cause their respective Subsidiaries any of its and their respective Representatives to representatives (including accounting representatives) to, use their reasonable best efforts to, to provide all customary cooperation in connection with the arrangement of the Debt Financing as may be reasonably requestedFinancing, includingincluding to: (i) participation provide (A) (1) the Acquiror Financial Statements (the receipt thereof is hereby acknowledged) and the audited consolidated balance sheets and the related statements of operations, cash flow and shareholders’ equity of the Acquiror as of the last day of and for any subsequent fiscal year of the Acquiror ended at least ninety (90) days prior to the Closing Date, together with all related notes and schedules thereto, and accompanied by the auditor’s reports thereon and (2) the unaudited consolidated balance sheets and related statements of operations, cash flows and shareholders’ equity of the Acquiror as of the last day of and for any subsequent fiscal quarter ended at least forty-five (45) days prior to the Closing Date and, in meetingseach case, to the extent applicable, for the comparable period of the prior fiscal year, together with all related notes and schedules thereto, in the case of each of clauses (1) and (2), prepared in accordance with GAAP and (B) all other financial information necessary to allow the Company to prepare a pro forma unaudited consolidated balance sheet and related pro forma unaudited consolidated statement of operations as of and for the twelve-month period ending on the last day of the most recently completed twelve-month period for which historical financial statements are provided pursuant to clause (A) above, which need not be prepared in compliance with Regulation S-X of the Securities Act or include adjustments for purchase accounting; (ii) (A) use reasonable best efforts to provide reasonable and customary information relating to the Acquiror and Merger Sub for, and assist the Company and the Debt Financing Sources in preparation of, rating agency presentations, bank information memoranda, syndication memoranda, lender presentations and other customary marketing materials required in connection with the Debt Financing, (B) use reasonable best efforts to cooperate with the due diligence sessionsefforts of the Debt Financing Sources in connection with the Debt Financing, drafting sessionsto the extent reasonable and customary (and, presentationsto the extent applicable, “road shows” and sessions with prospective Financing Sourcessubject to the limitations contained in this Agreement), investors and ratings agencies, and reasonably cooperating (C) use reasonable best efforts to assist with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; Financing Sources for all or any portion of the Debt Financing and (iiD) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of provide customary authorization letters with respect to the bank Acquiror and Merger Sub authorizing the distribution of information memoranda to prospective lenders (including customary 10b-5 and consents of accountants for use of their reports in any materials relating to the Debt Financingmaterial non-public information representations), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial promptly, and other pertinent information regarding in any event no later than four (4) Business Days prior to the CompanyClosing, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports provide all documentation and other information of the type that any Debt Financing Source has reasonably determined is required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT Act Act, and, if the Company or any of its Subsidiaries qualifies as a “legal entity” customer under 31 C.F.R. §1010.230, a beneficial ownership certification in order relation to the Acquiror and Merger Sub, which certification shall be substantially similar to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association, in each case, as reasonably requested in writing by the Company at least nine (9) Business Days prior to the Closing Date; and (iv) use reasonable best efforts to cooperate with the Company and the Debt Financing Sources to satisfy the conditions set forth in paragraph 13 of Exhibit D precedent to the Debt Commitment Letters; (vFinancing to the extent the satisfaction of such conditions require the cooperation of, and is within the control of Acquiror or Merger Sub; provided that nothing in this Section 8.5(c) facilitating shall require the granting Acquiror or any of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary its Subsidiaries to take or permit the consummation taking of any action pursuant to this Section 8.5(c) to the extent it would (i) conflict with or violate the Acquiror’s Governing Documents or the organizational documents of any of its Subsidiaries or any applicable Law, (ii) require the Acquiror or its Subsidiaries or and of their respective Affiliates or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of the Debt Financing and or enter into, execute or deliver any certificate, document, instrument or agreement or agree to permit the proceeds thereof to any change or modification of any existing certificate, document, instrument or agreement, in each case, that would be made available effective prior to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters Closing Date (except the authorization letters contemplated by clause (ii) aboveset forth in Section 8.5(c)(ii)(C)), agreements, registration statements, documents and certificates shall be executed and delivered by (iii) cause any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, representation or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing warranty in this Section 5.03 shall require MCK, or Agreement to be breached by the Echo Parties (Acquiror or any of their respective its Subsidiaries, other than (iv) require the Company and Acquiror or any of its Subsidiaries andto pay any commitment or other similar fee or incur any other expense, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge liability or cause or permit any Lien to be placed on any of their respective assets obligation in connection with the Debt Financing,(2) guarantee Financing prior to the Closing or have any obligation of the Acquiror or any of its Subsidiaries under any agreement, certificate, document or instrument be effective until the Closing (except the authorization letters set forth in Section 8.5(c)(ii)(C)), (v) cause any director, officer, employee or stockholder of the Acquiror or any of its Subsidiaries to incur any personal liability, (vi) reasonably be expected to result in a violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Material Contract to which the Acquiror or any of its Subsidiaries is a party, (vii) provide access to or disclose information that the Acquiror or any of its Subsidiaries determines would jeopardize any attorney-client privilege or other applicable privilege or protection of the Acquiror or any of its Subsidiaries (provided, however, that, to the extent permitted by Law, the Acquiror shall inform the Company of the withholding thereof and, upon the Company’s request, use commercially reasonable efforts to provide such information in a manner that would not jeopardize any attorney-client privilege or its Subsidiaries’ indebtedness other applicable privilege or (3) incur any liability in connection with protection of the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties Acquiror or any of their respective Subsidiaries its Subsidiaries) or Representatives pursuant (viii) without limiting the cooperation contemplated by Section 8.5(c)(i)(B) above, require the Acquiror to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreementprepare or deliver any pro forma financial information, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing projections or any permitted replacement, amended, modified other information that is not necessary or alternative financing subject customary to include in the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through offering materials for a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities)syndicated term loan. (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The CompanyFrom the date hereof until the Closing Date or the earlier valid termination of this Agreement, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their reasonable its best efforts to, and shall cause its Affiliates to assist the Company to arrange use their best efforts to, obtain and obtain consummate the Debt Financing on or before the Closing, including by (i) complying with the terms and conditions described of, and maintaining in effect, the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment LettersLetter, (ii) negotiate negotiating and enter entering into definitive agreements prior to the Closing with respect thereto on the terms and conditions contained in to the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the CompanyFinancing, (iii) satisfy on a timely basis satisfying by the Closing Date all conditions in applicable to the Debt Commitment Letters Financing that are within their Buyer’s or its Affiliates’ control and (iv) upon satisfaction of enforcing its rights pursuant to the conditions set forth in Commitment Letter and the Debt Commitment Letters, consummate definitive documents relating to the Debt Financing at on or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicableEffective Time. (b) From the date hereof until the Closing Date or the earlier valid termination of this Agreement, except with the prior joint written consent of the Company, Buyer shall not agree to or permit any amendment or modification of, or any waiver of any provision or remedy under, or any replacement of, the Commitment Letter if such amendment, modification, waiver or replacement would, or would reasonably be expected to, (i) materially delay or impede the Closing, (ii) modify or expand the conditions contained in the Commitment Letter (the “Financing Conditions”) or create any new condition to the Debt Financing, (iii) reduce the net cash proceeds of the Debt Financing, including any reduction in the aggregate principal amount of the Debt Financing, if, after giving effect to such reduction, the amount of the Debt Financing would be less than the amount needed by Buyer in order for Buyer to make all payments required to be made by it at the Closing in connection with the transactions contemplated by this Agreement, (iv) change the termination date or expiration date of the Commitment Letter to an earlier date, or (v) adversely impact the enforceability of the Commitment Letter. Buyer shall promptly deliver a true and complete copy of any such amendment, supplement, modification or waiver to the Company. (c) In the event that all or any portion of the Debt Financing becomes unavailable on prior to the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions)Closing, the Company, MCK and Echo Holdco and their respective Subsidiaries Buyer shall use their reasonable its best efforts to assist the Company to arrange and timely obtain any such portion substitute financing from the same or alternative sources, on terms, taken as whole, that are no less favorable than sources in an amount sufficient for Buyer to make all payments required to be made by it at the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation Closing in connection with the arrangement of the Debt Financing as may be reasonably requested, including: transactions contemplated by this Agreement (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required InformationAlternative Financing”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available shall promptly provide to the Company true and (y) executing complete copies of the material, definitive documents related to the Alternative Financing). In such case, all references to the term “Debt Financing” shall be deemed to include such Alternative Financing and delivering all references to the “Commitment Letter” shall include any commitment letters, underwriting letter or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by similar document for the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Alternative Financing. (d) All material non-public information provided by MCK From the date hereof until the Closing Date or the Echo Parties earlier valid termination of this Agreement, Buyer shall give the Company prompt written notice: (i) of any material breach or default under the Commitment Letter by any party thereto, (ii) of the receipt of any written notice from any party to the Commitment Letter with respect to any actual or threatened material breach, default, withdrawal, termination or repudiation of any provisions of the Commitment Letter by such party, and (iii) if for any reason B▇▇▇▇ believes in good faith that it will not be able to timely obtain all or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication portion of the Debt Financing Financing. From the date hereof until the Closing Date or any permitted replacementthe earlier valid termination of this Agreement, amended, modified or alternative financing subject Buyer shall promptly provide to the potential sources Company any information reasonably requested by the Company relating to any circumstance referred to in the immediately preceding sentence. From the date hereof until the Closing Date or the earlier valid termination of capitalthis Agreement, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The the extent requested by the Company, MCK Buyer shall keep the Company reasonably informed on a current basis and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff reasonable detail of the commitments under status of its efforts to arrange the Echo Holdco Debt at Financing (or prior to Closing (the Alternative Financing), including the repayment in full of all obligations then outstanding thereunder material activity and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing)timing considerations.

Debt Financing. (ai) The Company, MCK Each of Parent and Echo Holdco and their respective Subsidiaries Merger Sub shall use their respective reasonable best efforts to assist the Company take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters Letters, including using its reasonable best efforts to, as promptly as practicable after the date hereofreasonably practicable, including their reasonable best efforts to (i) maintain in full force and effect the Debt Commitment LettersLetters subject to the terms and conditions thereof (including obtaining an extension of the termination of any Debt Commitment Letter (on the same terms and conditions contained therein, including with respect to the conditions set forth therein, except for such amendments or modifications that would be permitted in connection with any Alternative Financing) prior to such termination to the extent such Debt Commitment Letter would otherwise terminate prior to the Outside Date), (ii) satisfy, or cause to be satisfied, on a timely basis (or, if applicable, obtaining waivers thereof), all conditions to Parent and Merger Sub obtaining the Debt Financing set forth therein (including the payment of any fees required as a condition to the Debt Financing) required to pay the applicable portion of the Required Amount contemplated by the Debt Commitment Letters that are to be satisfied by Parent or Merger Sub to the extent such conditions are applicable to, and within the control of, Parent or Merger Sub, (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any related flex provisionsprovisions (to the extent such flex provisions are exercised in accordance with the terms thereof), ) or on other terms that are (A) reasonably acceptable to the Company, MCK Debt Financing Sources and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist (B) in the Company to arrange and obtain any such portion from alternative sources, on termsaggregate not materially less favorable, taken as a whole, to Parent (including with respect to conditions set forth in the Debt Commitment Letters) so that such agreements are in effect no less favorable later than the terms contained Expiration Time, (iv) prepare, on a timely basis, the necessary offering circulars, private placement memoranda or other offering documents or marketing materials with respect to the Debt Financing, (v) subject to Section 6.16(b)(iii), enforce its rights under the Debt Commitment Letters, and (vi) consummate the Debt Financing in an amount required to pay the applicable portion of the Required Amount set forth in the Debt Commitment Letters, including using its reasonable best efforts to cause the Debt Financing Sources to provide the Debt Financing at or prior to the Expiration Time, to the extent the proceeds thereof are required for the Financing Purposes. Any material breach by Parent or Merger Sub of the Debt Commitment Letter or other Debt Document shall be deemed to be a breach by Parent or Merger Sub of this Section 6.16(b). Parent and Merger Sub shall give the Company written notice as promptly as reasonably practicable (and in any event within three Business Days) after Parent’s Knowledge (A) of any material breach or default on the part of any party to any Debt Commitment Letter or other Debt Document of which Parent or Merger Sub becomes aware, (B) if and when Parent and/or Merger Sub believes in good faith that it will not be able to obtain the Debt Financing contemplated by the Debt Commitment Letters in an amount sufficient to consummate the transactions contemplated by this Agreement, (C) of the receipt by Parent or Merger Sub of any written notice or other written communication from any Person with respect to (1) any actual or asserted material breach or default or termination or repudiation by any party to the Debt Commitment Letters or other Debt Document or (2) material dispute or disagreement between or among any parties to the Debt Commitment Letter or other Debt Document (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or Debt Documents) that would reasonably be expected to prevent or materially delay the Closing or make the funding of the Debt Financing required to pay the applicable portion of the Required Amount contemplated by the Debt Commitment Letters materially less likely to occur and (D) of any expiration or termination of the Debt Commitment Letters or other Debt Document. As soon as reasonably practicable, Parent and/or Merger Sub shall provide any information available to Parent and/or Merger Sub, as applicable, and reasonably requested by the Company relating to any circumstance referred to in clause (A), (B), (C) or (D) of the immediately preceding sentence. Without limiting the foregoing, Parent and Merger Sub shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of their efforts to arrange the Debt Financing and provide to the Company executed copies of the definitive documents related to the Debt Financing (including, for the avoidance of doubt, any amendments or modifications thereto or to the Alternative Financing as described below) (provided that any fee letters, engagement letters or other agreements that, in accordance with customary practice, are confidential by their terms, and that do not affect the conditionality or reduce the committed amount of the Debt Financing, may be redacted in a customary manner so as not to disclose such terms that are so confidential). If any portion of the Debt Financing becomes unavailable (whether through expiration, termination or otherwise) on the terms and conditions contemplated in the Debt Commitment Letters (after taking into account flex terms) (unless such unavailability is due to the failure of a condition to the consummation of the Debt Financing being primarily caused by the breach of any representation, warranty, covenant or agreement of the Company or any of its Subsidiaries set forth in this Agreement and as a result of which alternative financing sources are not otherwise then available), Parent and Merger Sub shall use their respective reasonable best efforts to arrange and obtain as promptly as reasonably practicable following the occurrence of such event, alternative financing, including from alternative sources, on terms that in the aggregate are not materially less favorable to Parent and Merger Sub (including with respect to any conditions to the Debt Financing) than the Debt Financing contemplated by the Debt Commitment Letters and in an amount (when taken together with any remaining available portion of the Debt Financing (if any) and the Equity Financing), is sufficient to enable Parent and Merger Sub to consummate the transactions contemplated by this Agreement in accordance with its terms (“Alternative Financing”), and the provisions of this Section 6.16(b) shall be applicable to the Alternative Financing, and for purposes of this Agreement, including without limitation, Section 6.15 and this Section 6.16(b), all references to the Debt Financing shall be deemed to refer to such Alternative Financing (in lieu of the Debt Financing replaced thereby) and all references to the Debt Commitment Letters or other Debt Documents shall instead include the applicable documents for the Alternative Financing (in lieu of the Debt Commitment Papers and the other Debt Documents replaced thereby). Parent and Merger Sub shall (1) comply in all material respects with the Debt Commitment Letters and each definitive agreement entered into with respect thereto on the terms and conditions contained in the Debt Commitment Papers or as otherwise may be agreed (collectively, with the Debt Commitment Letters, the “Debt Documents”), (2) subject to Section 6.16(b)(iii), enforce their rights under the Debt Commitment Letters and other Debt Documents, including using its reasonable best efforts to cause the Debt Financing Sources to fund the Debt Financing at or prior to the Closing subject to the terms and conditions thereof and (3) after the date hereof, not permit, without the prior written consent of the Company, any material amendment or modification to be made to, or any termination, rescission or withdrawal of, or any material waiver of any provision or remedy under, the Debt Commitment Letters or other Debt Document or any fee letter referred to in the Debt Commitment Letters that (individually or in the aggregate with any other amendments, modifications or waivers) would (x) reduce the aggregate amount of the Debt Financing thereunder (including by changing the amount of fees to be paid or original issue discount thereof), if after giving effect to such reduction, the amount of Debt Financing and Equity Financing will be less in the aggregate than an amount necessary (taking into account any corresponding increase in any other portion of the Financing and any Alternative Financing) in order for the Parent and Merger Sub to fund the amounts required to be funded at Closing pursuant to this Agreement, or (y) impose any new or additional condition, or otherwise amend, modify or expand any condition, to the receipt of any portion of the Debt Financing in a manner that would reasonably be expected to (I) materially delay or prevent the Closing Date, (II) make the funding of any portion of the Debt Financing (or satisfaction of any condition to obtaining any portion of the Debt Financing) materially less likely to occur, or (III) materially adversely impact (a) the ability of Parent or Merger Sub to enforce their respective rights against any other party to the Debt Commitment Letter or other Debt Document, (b) the ability of Parent or Merger Sub to consummate the transactions contemplated hereby or (c) the likelihood of the consummation of the transactions contemplated hereby; provided, however, that, for the avoidance of doubt, Parent and Merger Sub each may amend or modify the Debt Commitment Letters (x) in accordance with the market flex provisions thereof, (y) to extend the expiration date thereof, together with any related amendments or modifications to the Debt Commitment Letters that would be permitted in connection with any Alternative Financing, or (z) to add lenders, arrangers, bookrunners, syndication agents, or similar entities and to grant to such persons such approval rights as are customarily granted to additional lenders, arrangers, bookrunners, syndication agents or similar entities. Parent and Merger Sub shall provide notice to the Company (which may be by phone or email), as promptly as reasonably practicable, upon receiving the Debt Financing. Notwithstanding anything to the contrary in this Agreement, compliance by Parent and Merger Sub with this Section 6.16(b) shall not relieve Parent and Merger Sub of their respective obligation to consummate the transactions contemplated by this Agreement, whether or not the Debt Financing or Alternative Financing is available. Parent shall, as promptly as reasonably practicable, deliver to the Company true and complete copies of all material agreements pursuant to which any such Alternative Financing source shall have committed to provide Parent and/or Merger Sub with any portion of such Alternative Financing (subject in respect of any related fee letter to redaction in a customary manner). (cii) The CompanyParent and Merger Sub shall indemnify, MCK defend and Echo Holdco shall use their reasonable best efforts tohold harmless the Company and the Company Subsidiaries, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts todirectors, provide officers, employees and other Representatives, from and against any and all cooperation damages incurred, directly or indirectly, in connection with the arrangement of the Debt Financing or any information provided in connection therewith. Parent shall promptly upon the Company’s request reimburse the Company and the Company Subsidiaries, as may be reasonably requestedapplicable, including: for all reasonable and documented out-of-pocket costs (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors including reasonable attorneys’ fees and ratings agencies, and reasonably cooperating ’ fees) incurred by the Company or the Company Subsidiaries in connection with the marketing efforts of the Company and its Financing Sources, cooperation described in each case Section 6.15 or otherwise in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect except to the bank information memoranda extent arising from the willful misconduct, gross negligence, fraud or intentional misrepresentation of the Company, its Subsidiaries or their respective Representatives and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing;affiliates. (iii) timely furnishing financial and other pertinent information regarding For the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information avoidance of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and includingdoubt, in no event shall Parent or Merger Sub’s obligations under this Agreement require them to pursue litigation against any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt FinancingSources. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The Company, MCK Newco and Echo Holdco and their respective Subsidiaries Merger Sub shall use their respective commercially reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described set forth in the Debt Commitment Letters as promptly as practicable after Letter (or terms not materially less favorable to Newco or the date hereofCompany (including with respect to the conditionality thereof)), including their reasonable best efforts to (i) maintain maintaining in effect the Debt Commitment Letters, (ii) negotiate Letter and enter into negotiating definitive agreements with respect thereto to the Debt Commitment Letter on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at Letter (or prior on terms not materially less favorable to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A Newco or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other Merger Sub than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the CompanyLetter), MCK (ii) satisfying on a timely basis all conditions applicable to Newco and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of Merger Sub set forth in such definitive agreements that are within their reasonable control, and (iii) consummating the Debt Financing contemplated by the Debt Commitment Letters Letter at or prior to the Closing (and shall give each in any event prior to the Termination Date). In the event that all conditions in the Debt Commitment Letter (other notice than the availability of funding of any material adverse change with respect of the Equity Financing) have been satisfied or, upon funding will be satisfied, Newco and Merger Sub shall use their commercially reasonable efforts to cause such lenders and the other Persons providing such Debt Financing as promptly as practicableto fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. Nothing herein or in the Debt Commitment Letter shall adversely affect the obligation of Newco and Merger Sub to ensure that the Equity Financing contemplated by the Equity Commitment Letter is sufficient to fully finance the Merger and the other transactions contemplated by this Agreement. (b) In Neither Newco nor Merger Newco shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the event that any portion Debt Commitment Letter without the prior written consent of the Company if such amendment, alteration or waiver reduces the aggregate amount of the Debt Financing becomes unavailable on or amends the conditions precedent to the Debt Financing in a manner that would reasonably be expected to delay or prevent the Closing Date or make the funding of the Debt Financing less likely to occur; provided, however, that Newco and Merger Sub may replace and/or amend the Debt Commitment Letter so long as (i) the terms are not materially less favorable to Newco or the Company, including with respect to conditionality thereof, and (ii) the conditions to the Debt Financing set forth in the Debt Commitment Letter as of the date hereof would not be materially expanded in a manner that would reasonably be expected to delay or prevent the Closing; and in any such event Newco shall disclose to the Company its intention to obtain such alternative financing, shall keep the Company informed of the terms thereof and shall deliver to the Company final drafts of the commitment letter (the “New Debt Commitment Letter”) providing for such alternative financing and, if requested to do so, the Company shall within a reasonable time (and in no event more than three (3) Business Days thereafter) inform Newco as to whether it agrees that such alternative financing is on terms not materially less favorable (including, with respect to the conditionality thereof) to the Company than the Debt Commitment Letter. If the Company so agrees, the term “Debt Financing” as used herein shall be deemed to mean the Debt Financing contemplated by the Debt Commitment Letters Letter to the extent not so superseded at the time in question and the New Debt Commitment Letter to the extent then in effect. Newco shall promptly (including and in any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist event within one Business Day) notify the Company to arrange and obtain any such portion from alternative sourcesof the expiration or termination (or attempted or purported termination, on terms, taken as whole, that are no less favorable than the terms contained in whether or not valid) of the Debt Commitment Letters, as promptly as practicable following the occurrence of such eventLetter. (c) The CompanyPrior to the Effective Time, MCK the Company shall (and Echo Holdco the Company shall use their reasonable best efforts cause each of its Subsidiaries to) provide, and shall use its commercially reasonable efforts to cause their respective Subsidiaries and their respective Representatives its Representatives, to use their reasonable best efforts toprovide, provide all cooperation reasonably requested by Newco in connection with the arrangement of the Debt Financing as may be reasonably requestedFinancing, including: including (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum and similar documents required in connection with the Debt Financing; provided, however, that does any such memoranda and similar documents need not include material non-public information be issued by the Company or its Subsidiaries; provided, further, that, any such memoranda shall contain disclosure and the delivery of customary authorization letters financial statements with respect to the bank information memoranda Company and consents its Subsidiaries reflecting the Company and its Subsidiaries as the obligor, (ii) executing and delivering customary guarantee, pledge and security documents and related officer certificates or other documents as may be reasonably requested by Newco (including certificates of accountants the chief financial officer of the Company or its Subsidiaries with respect to solvency and other customary matters for use of in their reports in any materials relating to the Debt Financing)) and otherwise reasonably facilitating the guaranteeing of obligations and the pledging of collateral, prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing Newco and its financing sources with financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo BusinessCompany and its Subsidiaries as may be reasonably requested by Newco or its financing sources, including financial statements, pro forma financial information, financial data, audit reports and other information of related to the type Company or its Subsidiaries required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (regulatory authorities including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-anti money laundering rules and regulations regulations, including the USA PATRIOT Act Patriot Act, and (iv) permitting the prospective lenders involved in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing to evaluate and to permit appraise the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company Company’s and its Subsidiaries) except at ’ current assets and liabilities, cash management and accounting systems, policies and procedures relating thereto for the Closing and their respective Representatives executing any such letterspurpose of establishing collateral arrangements; provided, agreementshowever, registration statementsthat the notwithstanding the foregoing, documents and certificates shall remain as officers no obligations of the Company, (B) its Subsidiaries or their Representatives under any such agreement, certificate, document or instrument shall be effective until the effectiveness thereof (other than Effective Time; provided, further, 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; and provided, further, that neither the Company nor any of its Subsidiaries shall be required to pay any commitment fee or similar fee or incur any liability with respect to the Company and its Subsidiaries) shall be conditioned uponDebt Financing prior to the Effective Time. Newco shall, or only become operative afterpromptly upon request by the Company, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than reimburse the Company for all reasonable and its Subsidiaries and, subject to documented out-of-pocket costs incurred by the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets Company in connection with such cooperation. The Company and each of its Subsidiaries hereby consent to the Debt Financing,(2) guarantee any use of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability logos in connection with the Debt Financing. (d) All material non-public information , provided by MCK that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or its Subsidiaries or the Echo Parties reputation or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication goodwill of the Debt Financing Company or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities)its Subsidiaries. (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The Company, MCK and Echo Holdco and their respective Subsidiaries Purchaser Parties shall use their reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described set forth in the Debt Commitment Letters as promptly as practicable after the date hereof(or terms, including their reasonable best efforts with respect to the conditionality thereof, not materially less favorable to the Purchaser Parties than the terms and conditions in the Commitment Letters), including by (i) maintain maintaining in effect the Commitment Letters and negotiating definitive agreements (the “Debt Commitment LettersFinancing Agreements”) on such terms and conditions, (ii) negotiate ensuring the accuracy of all representations and enter into definitive agreements with respect thereto on warranties of the terms Purchaser Owner and conditions contained its Subsidiaries set forth in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to and the CompanyDebt Financing Agreements, (iii) satisfy complying with all covenants and agreements of the Purchaser Owner and its Subsidiaries set forth in the Commitment Letters and the Debt Financing Agreements, (iv) satisfying on a timely basis all conditions applicable to the Purchaser Owner and its Subsidiaries set forth in the Debt Commitment Letters and the Debt Financing Agreements that are within their control and (ivv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate consummating the Debt Financing at or prior to the Closing; it being understood that, if any portion of . In the Debt Financing to be provided as contemplated by event that the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Purchaser Parties’ obligations hereunder shall under this Agreement have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature or will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at as of the Closing), the Company Purchaser Parties shall, and shall draw upon cause their Subsidiaries to, use their reasonable best efforts to cause the commitments Lenders to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce their rights under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in or the Debt Commitment LettersFinancing Agreements. Each of the Company, MCK The Purchaser Parties will furnish correct and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status complete copies of the Debt Financing contemplated by Agreements to the Sellers promptly upon execution. (b) The Purchaser Parties shall keep the Sellers reasonably informed concerning material developments relating to the Debt Commitment Letters Financing and shall give each other the Sellers prompt notice of any material adverse change with respect to the Debt Financing. Without limiting the foregoing, the Purchaser Parties agree to notify the Sellers promptly, and in any event within one (1) Business Day, if at any time prior to the Closing Date (i) either Commitment Letter expires or is terminated for any reason (or if any person attempts or purports in writing to terminate either Commitment Letter, whether or not such attempted or purported termination is valid), (ii) a Lender refuses to provide or expresses an intent to refuse to provide all or any portion of the Debt Financing as promptly as practicable. contemplated by a Commitment Letter on the terms set forth therein or (biii) In the event Purchaser Parties no longer believe in good faith that they will be able to obtain all or any portion of the Debt Financing on substantially the terms described in the Commitment Letters. Without the prior written consent of the Sellers, the Purchaser Parties shall not, nor shall they permit any of their Affiliates to, enter into any merger, acquisition, joint venture, disposition or debt or equity financing that would reasonably be expected to impair, delay or prevent consummation of all or any portion of the Debt Financing. Without the prior written consent of the Sellers, the Purchaser Owner and its Subsidiaries shall not amend or alter, or agree to amend or alter, the Commitment Letters (or, following execution, the Debt Financing Agreements) in any manner that would reasonably be expected to impair, delay or prevent the Closing or make the funding of the Debt Financing less likely to occur. If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by in the Commitment Letters or the Debt Commitment Letters (including any flex provisions)Financing Agreements, the Company, MCK Purchaser Owner and Echo Holdco and their respective its Subsidiaries shall use their reasonable best efforts to assist the Company arrange to arrange and promptly obtain any such portion Debt Financing from alternative sources, sources on terms, taken as wholeincluding with respect to the conditionality thereof, that are no not materially less favorable to the Purchaser Owner and its Subsidiaries than the terms contained and conditions in the Commitment Letters and in an amount sufficient, when added to the portion of the Debt Commitment LettersFinancing that is otherwise available, as promptly as practicable following to pay in cash all amounts required to be paid by them in connection with the occurrence transactions contemplated by this Agreement, including the Purchase Price and all payments, fees and expenses of such eventthe Purchaser Parties related to or arising out of the transactions contemplated by this Agreement. (c) The Company, MCK and Echo Holdco Sellers shall use their commercially reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all the Purchaser Parties with such cooperation in connection with the arrangement of the Debt Financing as may be reasonably requestedrequested by the Purchaser Parties, including: provided that (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating such requested cooperation does not unreasonably interfere with the marketing efforts operations of the Company Sellers or the administration of the Chapter 11 Cases and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation neither Seller nor any of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which its Affiliates shall be provided by the Companyrequired to pay any fee, MCK and Echo Holdco cost or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting expense or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any other liability in connection with the Debt Financing. Financing (d) unless any such fee, cost or expense is paid directly or advanced by the Purchaser Parties). All material non-public or otherwise confidential information provided by MCK regarding the Sellers or the Echo Parties or any of their respective Subsidiaries or Representatives Business obtained pursuant to this Section 5.03 5.18(c) shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The Company, MCK Company has delivered to the Acquiror a true and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist complete copy of the Company to arrange and obtain the Debt Financing on the terms and conditions described in the executed Francisco Debt Commitment Letters as promptly as practicable after Letter and including all exhibits, schedules and annexes thereto. As of the date hereof, including their reasonable best efforts to (i) maintain in effect the Francisco Debt Commitment LettersLetter has not been amended, (ii) negotiate restated or modified, and enter into definitive agreements with respect thereto on the terms commitments contained therein have not been terminated, reduced, rescinded or withdrawn and conditions contained in no such termination, reduction, rescission or withdrawal thereof is contemplated by the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable Company or, to the knowledge of the Company, (iii) satisfy on a timely basis all conditions in any other party thereto. As of the date hereof, the Francisco Debt Commitment Letters that are within their control Letter is in full force and (iv) upon satisfaction effect and constitutes the legal, valid and binding obligations of the Company and, to the knowledge of the Company, the other parties thereto. As of the date hereof, to the knowledge of the Company, there are no written agreements, side letters, understandings, contracts or arrangements of any kind relating to the matters contemplated by the Francisco Debt Commitment Letter among the parties thereto (except for customary non-disclosure agreements, non-reliance letters and similar written agreements, in each case which do not impact the conditionality or amount of the FP Financing). As of the date hereof, the FP Financing is subject to no conditions precedent or other contractual contingencies, other than those expressly set forth in the Francisco Debt Commitment LettersLetter. As of the date hereof, consummate to the knowledge of the Company, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach by the Company or any other party thereto under the Francisco Debt Financing at Commitment Letter. As of the date hereof, assuming the satisfaction of all of the conditions in Article IX, the Company has no reason to believe that (i) any of the conditions to funding set forth in the Francisco Debt Commitment Letter will not be satisfied on or prior to the Closing; it being understood that, if any portion of Closing Date or (ii) the Debt Financing to be provided as financing contemplated by the Francisco Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to Letter (the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature “FP Financing”) will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by on the chief financial officer or person performing similar functions Closing Date in accordance with the terms of the Company in the form of Annex I to Exhibit D to the Francisco Debt Commitment Letters Letter. (provided that b) Assuming the satisfaction of the condition set forth in Section 9.01(h) and the accuracy of the estimates, as of the date hereof, of Acquiror Transaction Expenses, Company Transaction Expenses, the FP Financing, when funded in accordance with the Francisco Debt Commitment Letter, will provide the Company at and as of the Closing Date with sufficient available funds, together with (A) none cash on hand of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned uponPIPE Investment Amount, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed cash available in the Trust Account following the Acquiror Shareholders’ Meeting, after deducting the amount required to satisfy the Acquiror Share Redemption, and (E) other cash on hand at the Acquiror or Merger Sub on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than Closing Date hereunder to permit the Company and its Subsidiaries andto consummate the FP Financing and pay the Acquiror Transaction Expenses and Company Transaction Expenses on the Closing Date (such payments, subject to collectively, the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the “Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilitiesAmounts”). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (ai) The CompanySubject to the terms and conditions of this Agreement, MCK each of Parent and Echo Holdco and their respective Subsidiaries Merger Sub shall use their its respective commercially reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described set forth in the Debt Commitment Letters as promptly as practicable Letter, after giving effect to the date hereof“market flex” terms in the fee letter referred to therein (or on terms which would not be reasonably expected to delay or prevent the Closing or make the funding of the Debt Financing less likely to occur), including their and use its respective commercially reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) Letter and negotiate and enter into definitive agreements with respect thereto to the Debt Commitment Letter on the terms and conditions contained set forth in the Debt Commitment Letters Letter (including any flex provisions) or on other terms no which would not be reasonably expected to delay or prevent the Closing or make the funding of the Debt Financing less favorable likely to the Companyoccur), (iiiii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub set forth in the Debt Commitment Letters such definitive agreements that are within their control reasonable control, and (iviii) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith Letter at or prior to the Closing. In the event that all conditions in the Debt Commitment Letter (other than the availability of funding of any of the Equity Financing) have been satisfied or, upon funding will be satisfied, each of Parent and Merger Sub shall use its commercially reasonable efforts to cause such lenders and the other Persons providing such Debt Financing to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. (ii) 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 Debt Commitment Letter or any provision of the fee letter referenced in the Debt Commitment Letter (to the extent any such amendment, alteration, or waiver would reasonably be expected to delay or prevent the Closing or make the funding of the Debt Financing less likely to occur) without the prior written consent of the Company if such amendment, alteration or waiver reduces the aggregate amount of the Debt Financing or amends the conditions precedent to the Debt Financing in a manner that would reasonably be expected to delay or prevent the Closing or make the funding of the Debt Financing less likely to occur; provided, however, that Parent and Merger Sub may replace and/or amend the Debt Commitment Letter so long as (i) the terms would not be reasonably expected to delay or prevent the Closing or make the funding of the Debt Financing less likely to occur and (ii) the conditions to the Debt Financing set forth in the Debt Commitment Letter as of the date hereof would not be expanded in a manner that would reasonably be expected to delay or prevent the Closing; and in any such event, Parent shall disclose to the Company its intention to obtain such alternative financing, shall keep the Company informed of the terms thereof and shall deliver to the Company final drafts of the commitment letter (the “New Debt Commitment Letter”) providing for such alternative financing. The term “Debt Financing” as used herein shall be deemed to mean the Debt Financing contemplated by the Debt Commitment Letter to the extent not so superseded at the time in question and the New Debt Commitment Letter to the extent then in effect. Parent shall promptly (and in any event within one business day) notify the Company of the expiration or termination of the Debt Commitment Letter and the New Debt Commitment Letter (if applicable).

Debt Financing. (a) The CompanyAcquirors have obtained a debt commitment letter, MCK dated as of the date hereof (such letter, together with all annexes and Echo Holdco exhibits attached thereto and their respective Subsidiaries shall use their reasonable best efforts the executed fee letter, dated as of the date hereof, as amended, modified, waived, supplemented, extended or replaced in accordance with the terms therein and herein, and in the case of the fee letter which may be redacted in respect of numeric fee amounts, economic terms and “market flex” provisions specified therein, collectively, the “Debt Commitment Letter”), pursuant to assist the Company to arrange and obtain which the Debt Financing on Sources have committed, subject to the terms and conditions described thereof, to lend to the Acquirors or one of their respective Affiliates the amounts set forth therein for, among other things, the purposes of financing the Transactions, to the extent set forth herein. (b) Each of the Acquirors and the Seller shall, and the Seller shall cause the Acquired Companies to, use commercially reasonable efforts to take (or cause to be taken) all actions, and to do (or cause to be done) all things necessary, proper or advisable such that prior to the Closing the Acquirors may consummate the Debt Financing, which, together with the funds in the Debt Commitment Letters as promptly as practicable after Trust Account and the date hereofproceeds of the Equity Offering and the proceeds of the Backstop Offering, if applicable, shall be sufficient to consummate the Transactions, including their by using commercially reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in to the Debt Commitment Letters Financing (including any flex provisions) or on other terms no less favorable to the Company, “Debt Financing Documents”); (iiiii) satisfy (or, if deemed advisable by the Acquirors and the Seller, seek a waiver of) on a timely basis all conditions in the any Debt Commitment Letters Financing Documents that are within their its control and otherwise comply with its obligations thereunder; (iii) maintain in effect any Debt Financing Documents until the Transactions are consummated or this Agreement is terminated in accordance with its terms; and (iv) upon satisfaction enforce its rights under any Debt Financing Documents in the event of a breach by any counterparty thereto that would reasonably be expected to materially impede or delay the Closing. The Seller and each of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and Acquirors shall give each the other Party prompt oral and written notice of any material adverse change with respect breach or default by any party to such any Debt Financing as promptly as practicable. (b) Documents or any Alternative Financing, in each case of which it has become aware, and any purported termination or repudiation by any party to any Debt Financing Documents or any Alternative Financing, in each case of which it has become aware, or upon receipt of written notice of any material dispute or disagreement between or among the parties to any Debt Financing Documents or any Alternative Financing or any Debt Financing Source. In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by in any Debt Financing Documents, each of the Acquirors and the Seller shall use commercially reasonable efforts to promptly arrange to obtain alternative financing (“Alternative Financing”) from alternative sources in an amount sufficient to consummate the Transactions on terms and conditions no less favorable to the Acquirors than the terms and conditions under the Debt Commitment Letters (including any flex provisions)Letter. In such event, the Company, MCK term “Debt Financing” as used in this Agreement shall be deemed to include any Alternative Financing and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the term “Debt Commitment Letters, Letter” as promptly as practicable following the occurrence of such eventused in this Agreement shall be deemed to include any commitment letters entered into with respect to any Alternative Financing. (c) The CompanyFrom and after the date of this Agreement until the Closing, MCK and Echo Holdco shall use their reasonable best efforts tothe Seller shall, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts the Acquired Companies to, use commercially reasonable efforts to provide the Acquirors with all cooperation in connection with reasonably requested by the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case Acquirors in connection with the Debt Financing; , including by using commercially reasonable efforts to (i) provide to the Acquirors pertinent and customary financial and other information regarding the Acquired Companies as reasonably requested by the Acquirors for purposes of the Debt Financing and to cause ▇▇▇▇▇▇’▇ senior management to participate in a reasonable number of meetings (upon reasonable advance notice and at times and locations to be mutually agreed) to discuss any such information; (ii) assisting participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Debt Financing), conference calls, presentations, road shows, due diligence (including accounting due diligence) and drafting sessions and sessions with actual and prospective Debt Financing Sources, prospective lenders, investors and rating agencies; (iii) provide reasonable assistance in the preparation of those sections of any customary prospectuses, offering memoranda, information memoranda or other customary materials that relate to the Acquired Companies and the business of the Acquired Companies; (iv) assist the Acquirors and the Debt Financing Sources with their marketing efforts with respect to the Debt Financing, including in the preparation of materials for rating agency presentations, lender presentations, bank information memoranda, offering documents, private placement memoranda, bank prospectuses, business projections or other marketing documents customarily used to arrange the Debt Financing contemplated by the Debt Commitment Letter (and identifying any portion of information memoranda (including a bank information memorandum provided that does not include constitutes material non-public information information); (v) execute and deliver, as of the delivery Closing, any definitive financing documents, including any credit or purchase agreements, subscription agreements, guarantees, pledge agreements, security agreements, mortgages, deeds of customary authorization letters with respect trust and other security documents or other certificates, documents and instruments relating to guarantees, or any amendments thereto, the bank information memoranda pledge of collateral and consents of accountants for use of their reports in any materials relating other matters ancillary to the Debt Financing), prospectuses and similar documents required Financing as may be reasonably requested by any Debt Financing Sources in connection with the applicable Debt Financing; (iii) timely furnishing financial Financing and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other otherwise reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting pledging of a security interest (collateral, as applicable; and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking take all corporate or other actions reasonably necessary to permit the consummation of the Debt Financing and to permit the gross proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at on the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of Date to consummate the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt FinancingTransactions. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing).

Debt Financing. (a) The Company, MCK Buyer and Echo Holdco and Merger Subsidiary shall each use their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain complete the Debt Financing at Closing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable and shall not agree to any amendment or modification to, any waiver of any provision or remedy under, or any replacement of, the Debt Commitment Letters without the prior written consent of the Company if such amendment, modification, waiver or replacement would or would reasonably be expected to (i) reduce the aggregate amount of the Debt Financing, (ii) impose new or additional conditions to the receipt of the Debt Financing on the Closing Date and/or on any date after the date hereofClosing Date on which any payment in respect of the Debt Financing is required, including with respect to regulatory approvals (it being understood and agreed that no such amendment, modification, waiver or replacement shall result in the imposition of any condition precedent or other contingency (x) relating to the condition (financial or otherwise), results, investments, indebtedness, performance, operations, properties or prospects of any Person other than the Company and/or its Subsidiaries or (y) to the making of any payment in respect of the Debt Refinancing after the Closing Date other than an event of default resulting from the bankruptcy of the Reporting Subsidiary), (iii) prevent or materially delay the consummation of the transactions contemplated by this Agreement, including the Debt Refinancing, (iv) adversely impact the ability of Buyer or Merger Subsidiary to enforce their respective rights against the other parties to the Debt Commitment Letters or (v) result in the provision of all or any portion of the Debt Financing from any Person that is not organized under the laws of the United States or the PRC or a United States-based branch of a financing source that is organized under the laws of the PRC. In addition, Buyer and Merger Subsidiary shall each use their respective reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (iiA) negotiate and enter into definitive agreements with respect thereto to the Debt Financing on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable reasonably acceptable to the Company, Buyer and Merger Subsidiary and not in violation of this Section 8.07(a) and (iiiB) satisfy on a timely basis all conditions in applicable to the Debt Financing under the Debt Commitment Letters. In the event that all conditions to funding under the Debt Commitment Letters that are within (other than the availability of equity financing and such conditions which by their control nature can only be satisfied at the Closing) have been satisfied, Buyer and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate Merger Subsidiary shall each use their respective reasonable best efforts to cause the Debt Financing at or prior Sources to fund the Closing; it being understood thatDebt Financing required to consummate the Merger and related transactions on the Closing Date and, if any portion when required under the terms of the applicable Debt Instrument, the Debt Refinancing (including taking enforcement actions to cause the Debt Financing Sources to provide such financing) and Buyer shall, in each case, cause the proceeds of the Debt Financing to be provided as contemplated by applied to repay or redeem any Indebtedness required to be repaid or redeemed in connection with the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A Refinancing (whether by contributing or otherwise has not been provided, and all conditions precedent transferring such proceeds to the Parties’ obligations hereunder shall have been satisfied Surviving Corporation and the Reporting Subsidiary or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closingotherwise), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, (1) Buyer shall promptly notify the Company and (2) Buyer and Merger Subsidiary shall each use their respective reasonable best efforts to obtain alternative financing from alternative sources organized under the laws of the United States or the PRC or the United States-based branches of financing sources that are organized under the laws of the PRC or other financing sources to which the Company may consent in writing on terms not materially less beneficial to the Company as it pertains to conditionality (but in any event not including any conditions or other contingencies (x) relating to the condition (financial or otherwise), results, investments, indebtedness, performance, operations, properties or prospects of any Person other than the Company and/or its Subsidiaries or (y) to the making of any payment in respect of the Debt Refinancing after the Closing Date other than an event of default resulting from the bankruptcy of the Reporting Subsidiary) in an amount sufficient to consummate the Merger as promptly as practicable following possible and, when required under the applicable Debt Instrument, the Debt Refinancing. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letters as permitted by this Section 8.07(a) to be amended, modified or replaced and references to the “Debt Commitment Letters” shall include such document as permitted by this Section 8.07(a) to be amended, modified or replaced, in each case from and after such amendment, modification or replacement, and references to “Debt Financing Sources” in this Agreement shall include any financing source permitted to provide any Debt Financing in accordance with the terms of this Section 8.07(a). Following the Closing, if the Company or any of its Subsidiaries is required to redeem any Indebtedness upon the occurrence of a “Change of Control” resulting from the transactions contemplated hereby under the documents governing such eventIndebtedness (including the Debt Instruments), the Surviving Corporation shall (and Buyer shall cause the Surviving Corporation and the Reporting Subsidiary to) comply with the requirements under such documents and Buyer shall cause the proceeds of the Debt Financing to be applied to redeem such Indebtedness (whether by contributing or otherwise transferring such proceeds to the Surviving Corporation and the Reporting Subsidiary or otherwise). (b) Buyer shall keep the Company apprised on a reasonably current basis of the status of its efforts to consummate the Debt Financing. (c) The CompanyBuyer acknowledges and agrees that obtaining any Debt Financing is not a condition to the Closing (except to the extent that the consummation of a Debt Financing is prohibited by Applicable Law, MCK pursuant to Section 9.01(a)) and Echo Holdco reaffirms its obligation to consummate the transactions contemplated hereby on the terms and subject to the conditions set forth herein, independently of the availability of, or the ability to obtain, any Debt Financing (except to the extent set forth in Section 9.01(a)). (d) From the date of this Agreement to the Effective Time and subject to Section 8.07(e) below, the Company shall, shall use their reasonable best efforts cause its Subsidiaries to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to cause its Representatives to, provide to Buyer all cooperation reasonably requested by Buyer in connection with any Debt Financing. Such cooperation may include, without limitation, (i) the Company’s use of reasonable best efforts to assist Buyer in obtaining, prior to Closing, an amendment to the definition of “Change of Control” in the Subsidiary Credit Agreement to the extent necessary to permit the consummation of the transactions contemplated by this Agreement without causing an event of default under the applicable agreement (it being understood that any such amendment shall be conditioned upon the Closing and become effective substantially concurrently with the Effective Time), (ii) providing direct contact between any Debt Financing Sources and, if a syndication is contemplated, other prospective financing sources in connection with such syndication, on the one hand, and the officers and directors of the Company and its Subsidiaries, on the other hand, providing relevant or appropriate assistance in connection with such entities’ due diligence investigations and, if a syndication is contemplated, participating in a reasonable number of meetings (including customary one-on-one meetings with lead arrangers and agents or prospective lenders or purchasers), presentations and due diligence sessions and sessions with ratings agencies in connection with such syndication, (iii) providing any financial information that may be reasonably requested by Buyer to the extent the same is reasonably available to the Company necessary in connection with any Debt Financing, if applicable, within the time periods required under the Debt Commitment Letters, (iv) taking all corporate actions or executing any required instruments, certificates or documents, subject to the occurrence of the Closing, as may be reasonably requested by Buyer in connection with any Debt Financing, and (v) if a syndication is contemplated, assisting with preparation of any required disclosure documents or customary marketing materials, lender presentations or rating agency presentations. Notwithstanding the foregoing, (A) no officer, director, member of management, employee, Stockholder or other Representative of the Company or its Subsidiaries shall be required to travel outside the United States in connection with the Company or its Subsidiaries’ obligations pursuant to this Section 8.07(d), (B) all material, non-public information regarding the Company and its Subsidiaries provided to Buyer, Merger Subsidiary, any Debt Financing Source or any other Person pursuant to this Section 8.07 shall be kept confidential by them in accordance with the terms of the Confidentiality Agreement, in the case of Buyer and Merger Subsidiary, or a confidentiality agreement on terms substantially identical to those set forth in the Confidentiality Agreement, in the case of any Debt Financing Source or other Person, and (C) none of the Company or any of its Subsidiaries or the Stockholders shall be required to (1) commit to take any action that is not contingent upon the Closing (including the entry into any agreement) or that would be effective prior to the Effective Time or that would otherwise subject any of them to actual or potential liability in connection with the Debt Financing or (2) take any action to the extent that it would, in the Company’s reasonable, good faith judgment, (x) unreasonably interfere with the business or operations of the Company or its Subsidiaries, (y) violate any Applicable Law or (z) be reasonably likely to result in the waiver of any attorney-client privilege, the unauthorized disclosure of any trade secrets of third parties or the breach of any applicable confidentiality obligations. (e) Notwithstanding anything to the contrary in this Agreement, including Section 8.07(d) above, none of the Company or any of its Subsidiaries shall incur any fees, charges, expenses, premiums, penalties and other amounts payable in connection with any of the foregoing (including the payment of any commitment or other fee) in connection with any Debt Financing or Debt Refinancing other than to the extent (i) arising out of or pursuant to actions taken at Buyer’s express written request or (ii) otherwise incurred with Buyer’s express written consent (“Approved Expenses”), and none of the Company’s or its Subsidiaries’ respective stockholders or other Representatives shall be required to incur any such fees, charges, expenses, premiums, penalties and other amounts payable except for Approved Expenses that are reimbursable pursuant to the following sentence (it being understood and agreed that nothing herein shall prohibit the Company or any of its Subsidiaries from complying with the terms of the Subsidiary Credit Agreement, any Debt Instrument or any other Indebtedness existing as of the date hereof or incurred in compliance with Section 6.01). Buyer and/or Merger Subsidiary shall, within ten (10) days following receipt of a summary invoice therefor, reimburse the Company and/or its Subsidiaries for all Approved Expenses and shall use reasonable best efforts to obtain all PRC Regulatory Approvals required in connection therewith. To the extent that the Company, its Subsidiaries, or their respective stockholders or other Representatives request Buyer’s approval pursuant to clause (ii) above to take any action in connection with any Debt Financing or Debt Refinancing, and Buyer does not grant such approval in a reasonably timely manner, then such requesting Person’s subsequent omission to take (or delay in taking) such action shall not be deemed to be a failure of the Company to comply with its obligations to cooperate with Buyer pursuant to this Section 8.07. Buyer shall indemnify and hold harmless the Company, its Subsidiaries, their respective Related Persons and Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred in connection with the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the Debt Commitment Letters (provided that (A) none of the letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any liability in connection with the Debt Financing. (d) All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Parties shall be permitted to disclose such this Section 8.07 and any information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination utilized in connection therewith at or prior to the Closing)therewith.