Common use of Debt Financing Clause in Contracts

Debt Financing. (a) Except with the Investor’s prior written consent (which consent may be withheld or conditioned at the Investor’s sole discretion), the Company may not, and shall ensure that no other Group Company will, obtain any debt financing except in accordance with this Section 3.4. (b) If any Group Company intends to obtain any debt financing other than through the issuance of debt instruments in the public market, the Company shall first deliver to the Investor a written notice (a “Private Debt Financing Notice”), which shall state the applicable Group Company’s intention to obtain private debt financing, the amount and type of such proposed debt financing, the identity of the proposed provider of such debt financing, and all material terms of such proposed debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Private Debt Financing Notice (the “Private Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company on such terms and conditions not less favorable to the applicable Group Company than those offered by the proposed provider of debt financing (in which case the Company shall, or shall procure the applicable Group Company to, promptly enter into such private debt financing with the Investor or its applicable Affiliate in lieu of the proposed provider of such debt financing). (c) If, upon the expiration of the Private Debt Financing Offer Period, the Investor has not elected to exercise its right to provide private financing pursuant to Section 3.4(b), the applicable Group Company shall have sixty (60) days thereafter to conclude the proposed debt financing, which debt financing shall be on the terms and conditions as set forth in the Private Debt Financing Notice. If the definitive documents for such debt financing shall not have been entered into during such sixty (60) days’ period, thereafter, such debt financing shall again be subject to the requirements set forth in Section 3.4(b), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing (other than debt financing obtained through the issuance of debt instruments in the public market, in which case the procedures set out in Sections 3.4(d) and 3.4(e) shall have been complied with) unless the procedures set out in Sections 3.4(b) and 3.4(c) have again been fully complied with. (d) If any Group Company intends to obtain any debt financing through the issuance of debt instruments in the public market, the Company shall first deliver to the Investor a written notice (a “Public Debt Financing Notice”) which shall state the applicable Group Company’s intention to obtain such public debt financing and the amount of such proposed public debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Public Debt Financing Notice (the “Public Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company (the “ROFO”) in such amount as specified in the Public Debt Financing Notice by delivery of a written notice to the applicable Group Company (the “ROFO Exercise Notice”), setting forth all material terms of such proposed debt financing (the “ROFO Terms”). The ROFO Exercise Notice shall be irrevocable and shall constitute a binding agreement by the Investor to provide debt financing at the ROFO Terms. The failure of the Investor to give a ROFO Exercise Notice within the Public Debt Financing Offer Period shall be deemed to be a waiver by the Investor of its ROFO; provided that the Investor may waive its ROFO prior to the expiration of the Public Debt Financing Offer Period by giving written notice to the Company. (e) The applicable Group Company may, at its sole discretion, elect to accept the ROFO Terms within ten (10) Business Days after delivery of the ROFO Exercise Notice. If, upon the expiration of such ten (10) Business Days’ period, the applicable Group Company has not elected to accept the ROFO Terms, the applicable Group Company shall have ninety (90) days thereafter to conclude the public debt financing on terms and conditions that are, in the aggregate, not materially less favorable to the Company than the ROFO Terms. If the public debt offering fails to be concluded during such ninety (90) days’ period, such public debt offering shall again be subject to the requirements set forth in Section 3.4(d), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing through the issuance of debt instruments on the public market unless the procedures set out in Sections 3.4(d) and 3.4(e) have again been fully complied with. (f) The requirements of this Section 3.4 shall not apply to any CB Repayment Loan. For purposes hereof, “CB Repayment Loan” means a loan that satisfies each of the following requirements: (i) the annual interest of such loan does not exceed 8% (compounded annually); (ii) the aggregate principal amount of such loan does not exceed the then aggregate outstanding amount (including principal and any accrued but unpaid interest) under the Convertible Note; (iii) the maturity date of such loan is no later than two (2) years following initial utilization; (iv) all of the net proceeds received by the Company from such loan will be promptly applied towards the repayment of the outstanding amount under the Convertible Note; and (v) the definitive documents for such loan (as may be amended, modified and varied from time to time) shall provide that the Investor and any of its Affiliates shall have the right (but not the obligation) to, (x) following any amount having become past due thereunder, repay the entire then-outstanding amount under the loan in full, and (y) following any other default thereunder, cure such default (in each case of (x) and (y), on behalf of the Company) (the “Step-in Right”), and that, unless the lender of such loan has notified the Investor in writing that the Step-in Right has become exercisable and the Investor and its Affiliates have not validly exercised the Step-in Right within thirty (30) days after receipt of such notice, the lender may not: (A) take possession or cause the disposal of any Company Securities or any of the Group Companies’ assets, (B) exercise any right with respect to the operations, management, financials, personnel or any other material aspect of any Group Company, (C) seek or initiate any litigation, arbitration, bankruptcy proceeding, injection, asset preservation or other interim measure, or any other legal proceedings, against any Group Company, or (D) transfer or assign such loan or any rights therein, or permit any Person other than the Investor to repay any amount of such loan on behalf of any Group Company or cure any other default thereunder. Prior to entering into any CB Repayment Loan, the Company shall notify the Investor in writing of the proposed key terms and conditions of the CB Repayment Loan (including those with respect to the requirements set forth above) reasonably in advance and shall provide the Investor with drafts of the definitive documents for the CB Repayment Loan for review and comments (which comments the Company will reasonably consider). The Company shall keep the Investor promptly informed of any event or circumstance that has resulted in, or is reasonably expected to result in, the Step-in Right becoming exercisable, and may not amend, modify, vary or waive any provision of the CB Repayment Loan if such amendment, modification, variation or waiver would result in such loan ceasing to qualify as a CB Repayment Loan as provided herein.

Debt Financing. (a1) Except The Purchaser shall use its commercially reasonable efforts to arrange the Debt Financing as promptly as practicable after the date hereof, including using commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein and (ii) to satisfy all conditions applicable to the Investor’s prior written consent (which consent may be withheld or conditioned at Purchaser in such definitive agreements that are within its control. In the Investor’s sole discretion)event any portion of the Debt Financing becomes unavailable, the Company may not, and Purchaser shall ensure that no other Group Company will, obtain any debt financing except in accordance with this Section 3.4. (b) If any Group Company intends use its commercially reasonable efforts to arrange to obtain any debt financing other than through such portion from alternative sources as promptly as practicable. The Purchaser shall give Four Seasons prompt notice of any material breach by any party of the issuance Commitment Letter or any termination of debt instruments the Commitment Letter. The Purchaser shall keep Four Seasons informed on a reasonably current basis in reasonable detail of the public marketstatus of its efforts to arrange the Debt Financing. For the avoidance of doubt, if the Debt Financing has not been obtained, the Company Purchaser shall first deliver continue to be obligated to consummate the Arrangement on the terms contemplated by this Agreement and subject only to the Investor a written notice (a “Private Debt Financing Notice”), which shall state the applicable Group Company’s intention to obtain private debt financing, the amount and type of such proposed debt financing, the identity satisfaction or waiver of the proposed provider conditions set forth in Sections 6.1 and 6.2 of such debt financing, this Agreement and all material terms of such proposed debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Private Debt Financing Notice (the “Private Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company on such terms Purchaser’s rights under Sections 8.2(2) and conditions not less favorable to the applicable Group Company than those offered by the proposed provider of debt financing (in which case the Company shall, or shall procure the applicable Group Company to, promptly enter into such private debt financing with the Investor or its applicable Affiliate in lieu of the proposed provider of such debt financing8.2(3). (c2) IfFour Seasons agrees to provide, upon shall cause its subsidiaries to provide and shall use its commercially reasonable efforts to have its and their representatives (including counsel, financial advisors and auditors) provide, all commercially reasonable cooperation in connection with the expiration arrangement of the Private Debt Financing Offer Periodor any other financing transactions contemplated by the Purchaser in connection with the consummation of the transaction contemplated hereby, as may be reasonably requested by the Investor has Purchaser (and, without limitation, such requested cooperation shall not elected to exercise unreasonably interfere with the ongoing operations of Four Seasons and its right to provide private financing pursuant to Section 3.4(bsubsidiaries), the applicable Group Company shall have sixty (60) days thereafter to conclude the proposed debt financing, which debt financing shall be on the terms and conditions as set forth in the Private Debt Financing Notice. If the definitive documents for such debt financing shall not have been entered into during such sixty (60) days’ period, thereafter, such debt financing shall again be subject to the requirements set forth in Section 3.4(b), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing (other than debt financing obtained through the issuance of debt instruments in the public market, in which case the procedures set out in Sections 3.4(d) and 3.4(e) shall have been complied with) unless the procedures set out in Sections 3.4(b) and 3.4(c) have again been fully complied with. (d) If any Group Company intends to obtain any debt financing through the issuance of debt instruments in the public market, the Company shall first deliver to the Investor a written notice (a “Public Debt Financing Notice”) which shall state the applicable Group Company’s intention to obtain such public debt financing and the amount of such proposed public debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Public Debt Financing Notice (the “Public Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company (the “ROFO”) in such amount as specified in the Public Debt Financing Notice by delivery of a written notice to the applicable Group Company (the “ROFO Exercise Notice”), setting forth all material terms of such proposed debt financing (the “ROFO Terms”). The ROFO Exercise Notice shall be irrevocable and shall constitute a binding agreement by the Investor to provide debt financing at the ROFO Terms. The failure of the Investor to give a ROFO Exercise Notice within the Public Debt Financing Offer Period shall be deemed to be a waiver by the Investor of its ROFO; provided that the Investor may waive its ROFO prior to the expiration of the Public Debt Financing Offer Period by giving written notice to the Company. (e) The applicable Group Company may, at its sole discretion, elect to accept the ROFO Terms within ten (10) Business Days after delivery of the ROFO Exercise Notice. If, upon the expiration of such ten (10) Business Days’ period, the applicable Group Company has not elected to accept the ROFO Terms, the applicable Group Company shall have ninety (90) days thereafter to conclude the public debt financing on terms and conditions that are, in the aggregate, not materially less favorable to the Company than the ROFO Terms. If the public debt offering fails to be concluded during such ninety (90) days’ period, such public debt offering shall again be subject to the requirements set forth in Section 3.4(d), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing through the issuance of debt instruments on the public market unless the procedures set out in Sections 3.4(d) and 3.4(e) have again been fully complied with. (f) The requirements of this Section 3.4 shall not apply to any CB Repayment Loan. For purposes hereof, “CB Repayment Loan” means a loan that satisfies each of the following requirements: including (i) the annual interest of such loan does not exceed 8% (compounded annually); participation in meetings, drafting sessions and due diligence sessions, (ii) making available to the aggregate principal amount of such loan does not exceed Purchaser and its financing sources financial and other pertinent information regarding Four Seasons as may be reasonably requested by the then aggregate outstanding amount (including principal and any accrued but unpaid interest) under the Convertible Note; Purchaser, (iii) assisting the maturity date Purchaser and its financing sources in the preparation of such loan is no later than two (2A) years following initial utilization; an offering document of the Purchaser for any debt raised to complete the Arrangement and (B) materials for rating agency presentations by the Purchaser, (iv) all of assisting the net proceeds received by the Company from such loan will be promptly applied towards the repayment of the outstanding amount under the Convertible Note; Purchaser and its financing sources attending to matters relating to title, (v) reasonably cooperating with the definitive documents marketing efforts of Purchaser and its financing sources for such loan (as may be amended, modified and varied from time any debt raised by Purchaser to time) shall provide that complete the Investor and any of its Affiliates shall have the right (but not the obligation) toArrangement, (xvi) following any amount having become past due thereunder, repay the entire then-outstanding amount under the loan in fullforming new direct or indirect subsidiaries, and (yvii) following having officers execute, without personal liability, any other default thereunder, cure such default (in each case of (x) and (y), on behalf of the Company) (the “Step-in Right”), and that, unless the lender of such loan has notified the Investor in writing that the Step-in Right has become exercisable and the Investor and its Affiliates have not validly exercised the Step-in Right within thirty (30) days after receipt of such notice, the lender may not: (A) take possession reasonably necessary officers’ certificates or cause the disposal of any Company Securities or any of the Group Companiesmanagement representation letters to Four Seasons’ assets, (B) exercise any right accountants to issue unqualified reports with respect to the operations, management, financials, personnel financial statements to be included in any offering documents; provided that none of Four Seasons or any other material aspect of subsidiary shall be required to pay any Group Company, (C) seek or initiate any litigation, arbitration, bankruptcy proceeding, injection, asset preservation commitment or other interim measure, similar fee or incur any other legal proceedingsliability in connection with the Debt Financing prior to the Effective Time. The Purchaser shall, against any Group Companypromptly upon request by Four Seasons, or (D) transfer or assign such loan or any rights therein, or permit any Person other than the Investor to repay any amount of such loan on behalf of any Group Company or cure any other default thereunder. Prior to entering into any CB Repayment Loan, the Company shall notify the Investor in writing of the proposed key terms and conditions of the CB Repayment Loan reimburse Four Seasons for all reasonable out-of-pocket costs (including those legal fees) incurred by Four Seasons or its subsidiaries and their respective advisers, agents and representatives in connection with respect such cooperation. (3) All non-public or otherwise confidential information regarding Four Seasons obtained by Purchaser or its representatives pursuant to paragraph (2) above shall be kept confidential in accordance with the requirements set forth above) reasonably in advance and shall provide the Investor with drafts of the definitive documents for the CB Repayment Loan for review and comments (which comments the Company will reasonably consider). The Company shall keep the Investor promptly informed of any event or circumstance that has resulted in, or is reasonably expected to result in, the Step-in Right becoming exercisable, and may not amend, modify, vary or waive any provision of the CB Repayment Loan if such amendment, modification, variation or waiver would result in such loan ceasing to qualify as a CB Repayment Loan as provided hereinConfidentiality Agreements.

Debt Financing. (a) Except with the Investor’s prior written consent (which consent may be withheld or conditioned at the Investor’s sole discretion)as otherwise provided herein, the Company may notParent shall use its reasonable best efforts, and shall ensure that no other Group Company willwill cause its officers, obtain any debt financing except in accordance with this Section 3.4. (b) If any Group Company intends directors, employees and representatives to obtain any debt financing other than through use their reasonable best efforts, to arrange and consummate the issuance of debt instruments in the public market, the Company shall first deliver to the Investor a written notice (a “Private Debt Financing Notice”), which shall state the applicable Group Company’s intention to obtain private debt financing, the amount and type of such proposed debt financing, the identity of the proposed provider of such debt financing, and all material terms of such proposed debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Private Debt Financing Notice (the “Private Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company on such terms and conditions not less favorable to the applicable Group Company than those offered by the proposed provider of debt financing (in which case the Company shall, or shall procure the applicable Group Company to, promptly enter into such private debt financing with the Investor or its applicable Affiliate in lieu of the proposed provider of such debt financing). (c) If, upon the expiration of the Private Debt Financing Offer Period, the Investor has not elected to exercise its right to provide private financing pursuant to Section 3.4(b), the applicable Group Company shall have sixty (60) days thereafter to conclude the proposed debt financing, which debt financing shall be on the terms and conditions as set forth in the Private Debt Commitment Letter by using their reasonable best efforts to (a) negotiate and enter into definitive agreements with respect to the Debt Financing Notice. If the definitive documents for such debt financing shall (in each case on terms and conditions taken as a whole not have been entered into during such sixty (60) days’ period, thereafter, such debt financing shall again be subject to the requirements set forth in Section 3.4(b), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing (other less favorable than debt financing obtained through the issuance of debt instruments those described in the public marketDebt Commitment Letter on the date hereof); (b) satisfy (or, if deemed advisable by Parent, seek a waiver of) on a timely basis all conditions to funding in which case the procedures set out Debt Commitment Letter that are within its control and otherwise comply with and perform all of its obligations thereunder; (c) maintain in Sections 3.4(d) effect the Debt Commitment Letter until the Debt Financing is consummated or this Agreement is validly terminated in accordance with its terms; and 3.4(e) shall have been complied with) unless the procedures set out in Sections 3.4(b) and 3.4(c) have again been fully complied with. (d) assuming that all conditions contained in the Debt Commitment Letter have been satisfied, consummate the Debt Financing. Parent shall give the Partnership prompt written notice of any material breach or default by any party to the Debt Commitment Letter, in each case of which it has become aware, and any purported termination or repudiation in writing by any party to the Debt Commitment Letter, in each case of which it has become aware. If any Group Company intends to obtain any debt financing through portion of the issuance of debt instruments in the public market, the Company shall first deliver to the Investor a written notice (a “Public Debt Financing Notice”) which shall state becomes unavailable and such portion is necessary to fund the applicable Group Company’s intention to obtain such public debt financing Transaction Consideration, Parent and Merger Sub will provide the amount of such proposed public debt financing. The Investor shall have the right and optionPartnership with prompt (but in any event, for a period of ten within three (103) Business Days after delivery Days) notice and use their reasonable best efforts to arrange for and obtain as promptly as practicable following the occurrence of the Public Debt Financing Notice (the “Public Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company (the “ROFO”) in any such amount as specified in the Public Debt Financing Notice by delivery of a written notice to the applicable Group Company (the “ROFO Exercise Notice”), setting forth all material terms of such proposed debt event alternative financing (the “ROFO TermsAlternative Financing”). The ROFO Exercise Notice shall be irrevocable and shall constitute a binding agreement by ) in an amount sufficient to fund the Investor to provide debt financing at the ROFO Terms. The failure of the Investor to give a ROFO Exercise Notice within the Public Debt Financing Offer Period shall be deemed to be a waiver by the Investor of its ROFO; provided that the Investor may waive its ROFO prior to the expiration of the Public Debt Financing Offer Period by giving written notice to the Company. (e) The applicable Group Company may, at its sole discretion, elect to accept the ROFO Terms within ten (10) Business Days after delivery of the ROFO Exercise Notice. If, upon the expiration of such ten (10) Business Days’ period, the applicable Group Company has not elected to accept the ROFO Terms, the applicable Group Company shall have ninety (90) days thereafter to conclude the public debt financing Transaction Consideration on terms and conditions that arethat, in the reasonable judgement of Parent and Merger Sub, are not materially less favorable or more onerous (including imposition of new conditions or expansion of existing conditions), in the aggregate, not materially less favorable to than those set forth in the Company than Debt Commitment Letter as in effect on the ROFO Terms. If the public debt offering fails to be concluded during such ninety date hereof (90) days’ periodincluding flex terms), such public debt offering shall again it being understood that if Parent and Merger Sub proceed with any Alternative Financing, Parent and Merger Sub will be subject to the requirements same obligations with respect to such Alternative Financing as set forth in Section 3.4(d)this Agreement with respect to the Debt Financing. Neither Parent nor Merger Sub will replace, and amend or modify, or waive any provision under, the Company may notDebt Commitment Letter or terminate, and shall ensure that no withdraw or rescind the Debt Commitment Letter or any provision thereof, in each case, without the Partnership’s prior written consent if such replacement, amendment, modification or waiver would, or would reasonably be expected to, when taken together with any other Group Company willsuch amendments, obtain any debt financing through the issuance of debt instruments on the public market unless the procedures set out in Sections 3.4(d) and 3.4(e) have again been fully complied with. (f) The requirements of this Section 3.4 shall not apply to any CB Repayment Loan. For purposes hereof, “CB Repayment Loan” means a loan that satisfies each of the following requirementsmodifications or waivers: (i) materially delay or prevent the annual interest of such loan does not exceed 8% (compounded annually); Closing, (ii) make the aggregate principal amount funding of such loan does not exceed the then aggregate outstanding amount Debt Financing (including principal and any accrued but unpaid interestor satisfaction of the conditions to obtaining of the Debt Financing) under the Convertible Note; less likely to occur, (iii) adversely impact the maturity date ability of such loan is no later than two (2) years following initial utilization; (iv) all of Parent or Merger Sub to enforce its rights against the net proceeds received by the Company from such loan will be promptly applied towards the repayment of the outstanding amount under the Convertible Note; and (v) the definitive documents for such loan (as may be amended, modified and varied from time to time) shall provide that the Investor and any of its Affiliates shall have the right (but not the obligation) to, (x) following any amount having become past due thereunder, repay the entire then-outstanding amount under the loan in full, and (y) following any other default thereunder, cure such default (in each case of (x) and (y), on behalf of the Company) (the “Step-in Right”), and that, unless the lender of such loan has notified the Investor in writing that the Step-in Right has become exercisable and the Investor and its Affiliates have not validly exercised the Step-in Right within thirty (30) days after receipt of such notice, the lender may not: (A) take possession or cause the disposal of any Company Securities or any of the Group Companies’ assets, (B) exercise any right with respect parties to the operations, management, financials, personnel Debt Commitment Letter or any other material aspect the ability of any Group Company, (C) seek or initiate any litigation, arbitration, bankruptcy proceeding, injection, asset preservation or other interim measure, or any other legal proceedings, against any Group Company, or (D) transfer or assign such loan or any rights therein, or permit any Person other than the Investor to repay any amount of such loan on behalf of any Group Company or cure any other default thereunder. Prior to entering into any CB Repayment Loan, the Company shall notify the Investor in writing of the proposed key terms and conditions of the CB Repayment Loan (including those with respect to the requirements set forth above) reasonably in advance and shall provide the Investor with drafts of the definitive documents for the CB Repayment Loan for review and comments (which comments the Company will reasonably consider). The Company shall keep the Investor promptly informed of any event or circumstance that has resulted in, or is reasonably expected to result in, the Step-in Right becoming exercisable, and may not amend, modify, vary or waive any provision of the CB Repayment Loan if such amendment, modification, variation or waiver would result in such loan ceasing to qualify as a CB Repayment Loan as provided herein.Parent

Debt Financing. (a) Except with the Investor’s prior written consent (which consent may be withheld or conditioned at the Investor’s sole discretion), the Company may notBuyers shall, and shall ensure that no other Group Company willcause its Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Debt Financing or any debt financing except Substitute Debt Financing on the terms and conditions specified in accordance the Debt Commitment Letter (and, in any event, no later than the time at which the Closing is required to occur pursuant to Section 2.3), including using its reasonable best efforts to (i)(A) maintain in effect the Debt Commitment Letter and comply with this all of their respective covenants and obligations thereunder, (B) negotiate and, assuming all conditions to Closing set forth in Article VII hereof have been satisfied, enter into and deliver definitive agreements with respect to the Debt Financing reflecting the terms and conditions contained in the Debt Commitment Letter, so that such agreements are in effect no later than the time at which the Closing is required to occur pursuant to Section 3.42.3 and (C) enforce its rights under the Debt Commitment Letter and (ii) satisfy on a timely basis all the conditions to the Debt Financing and the definitive agreements related thereto that are in such Buyer’s (or its Affiliates’) control. In the event that all conditions set forth in Article VII have been satisfied or waived or, upon funding shall be satisfied or waived, and the Closing should otherwise occur pursuant to Section 2.3, each Buyer and its Affiliates shall use their reasonable best efforts to cause the Debt Financing Sources to fund the Debt Financing at Closing. (b) If any Group Company intends to obtain any debt financing other Buyers shall promptly (and in no event later than through the issuance of debt instruments in the public marketone (1) Business Day) after obtaining knowledge thereof, the Company shall first deliver to the Investor a give Sellers written notice (a “Private i) of any breach or default by such Buyer, its Affiliates, any Debt Financing Notice”)Source or any other party to the Debt Commitment Letter or any definitive document related to the Debt Financing (or any event or circumstance, with or without notice, lapse of time, or both, would give rise to any breach or default) that would be reasonably likely to result in the failure of any Debt Financing Source to comply with its funding obligations under the Debt Commitment Letter or that would prevent the Debt Financing from being consummated at Closing, (ii) of receipt of written notice of any threatened or actual withdrawal, repudiation, expiration, intention not to fund or termination of or relating to the Debt Commitment Letter or the Debt Financing or (iii) of any material dispute or disagreement between or among any parties to the Debt Commitment Letter or any definitive document related to the Debt Financing (other than ordinary course of business negotiations) that would be reasonably likely to result in the failure of any Debt Financing Source to comply with its funding obligations under the Debt Commitment Letter or that would prevent the Debt Financing from being consummated at Closing. Buyer may amend, modify, terminate, assign or agree to any waiver under the Debt Commitment Letter without the prior written approval of Sellers; provided that no Buyer shall, without Sellers’ prior written consent, permit any such amendment, modification, assignment, termination or waiver to be made to, or consent to or agree to any waiver of, any provision of or remedy under the Debt Commitment Letter which shall state would (A) reduce the applicable Group Company’s intention to obtain private debt financing, aggregate amount of the Debt Financing (including by increasing the amount and type of such proposed debt financing, the identity of the proposed provider of such debt financing, and all material terms of such proposed debt financing. The Investor shall have the right and option, for a period of ten fees to be paid or original issue discount (10) Business Days after delivery of the Private Debt Financing Notice (the “Private Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company on such terms and conditions not less favorable to the applicable Group Company than those offered by the proposed provider of debt financing (in which case the Company shall, or shall procure the applicable Group Company to, promptly enter into such private debt financing with the Investor or its applicable Affiliate in lieu of the proposed provider of such debt financing). (c) If, upon the expiration of the Private Debt Financing Offer Period, the Investor has not elected to exercise its right to provide private financing pursuant to Section 3.4(b), the applicable Group Company shall have sixty (60) days thereafter to conclude the proposed debt financing, which debt financing shall be on the terms and conditions except as set forth in any “flex” provisions existing on the Private Effective Date)), (B) impose new or additional conditions to the Debt Financing Notice. If or otherwise expand, amend or modify any of the conditions to the Debt Financing or (C) otherwise expand, amend, modify or waive any provision of the Debt Commitment Letter or the Debt Financing in a manner that in the case of this clause (C) would reasonably be expected to (I) delay, prevent or make less likely the consummation of the Transactions hereunder or the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) at Closing, (II) adversely impact the ability of any Buyer to enforce its rights against the Debt Financing Sources or any other parties to the Debt Commitment Letter or the definitive documents for such debt financing shall agreements with respect thereto or (III) adversely affect the ability of any Buyer to timely consummate the Transactions; provided, further, that the Debt Commitment Letter may be amended, supplemented or otherwise modified to add additional Debt Financing Sources who are not have been parties to the Debt Commitment Letter as of the date hereof. In the event that new commitment letters and/or fee letters are entered into during such sixty (60) days’ periodin accordance with any amendment, thereafterreplacement, supplement or other modification of the Debt Commitment Letter permitted pursuant to this Section 6.7(b), such debt financing shall again be subject to the requirements set forth in Section 3.4(b), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing (other than debt financing obtained through the issuance of debt instruments in the public market, in which case the procedures set out in Sections 3.4(d) and 3.4(e) shall have been complied with) unless the procedures set out in Sections 3.4(b) and 3.4(c) have again been fully complied with. (d) If any Group Company intends to obtain any debt financing through the issuance of debt instruments in the public market, the Company shall first deliver to the Investor a written notice (a “Public Debt Financing Notice”) which shall state the applicable Group Company’s intention to obtain such public debt financing and the amount of such proposed public debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Public Debt Financing Notice (the “Public Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company (the “ROFO”) in such amount as specified in the Public Debt Financing Notice by delivery of a written notice to the applicable Group Company (the “ROFO Exercise Notice”), setting forth all material terms of such proposed debt financing (the “ROFO Terms”). The ROFO Exercise Notice shall be irrevocable and shall constitute a binding agreement by the Investor to provide debt financing at the ROFO Terms. The failure of the Investor to give a ROFO Exercise Notice within the Public Debt Financing Offer Period new commitment letters and/or fee letters shall be deemed to be a waiver by part of the Investor “Debt Financing” and deemed to be the “Debt Commitment Letter” for all purposes of this Agreement. Buyers shall promptly (and in any event no later than one (1) Business Day) deliver to Sellers true, correct and complete copies of any termination, amendment, modification or replacement of the Debt Commitment Letter. If funds in the amounts set forth in the Debt Commitment Letter, or any portion thereof, become unavailable, Buyers shall, and shall cause its ROFO; provided Affiliates, as promptly as practicable following the occurrence of such event, to (x) notify Sellers in writing thereof, (y) use their respective reasonable best efforts to obtain substitute debt financing sufficient to replace any Debt Financing that ceases to be available (the Investor may waive its ROFO prior “Substitute Debt Financing”) on terms and conditions that are not less favorable (taken as a whole) to Buyers than the terms and conditions (taken as a whole) set forth in the Debt Commitment Letter and (z) use their respective reasonable best efforts to obtain a new financing commitment letter that provides for such Substitute Debt Financing and, promptly after execution thereof (and, in any event, no later than one (1) Business Day), deliver to Sellers true, complete and correct copies of the new commitment letter and the related fee letters (redacted in a similar manner as described in Section 5.8(a) hereof) and related definitive financing documents with respect to such Substitute Debt Financing. Upon obtaining any commitment for any such Substitute Debt Financing, such financing shall be deemed to be a part of the “Debt Financing” and any commitment letter for such Substitute Debt Financing shall be deemed the “Debt Commitment Letter” for all purposes of this Agreement. (c) Buyers 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. (d) Notwithstanding anything contained in this Agreement to the expiration contrary, Buyers expressly acknowledges and agrees that none of the Public Buyers’ obligations hereunder are conditioned in any manner upon any Buyer obtaining the Debt Financing, any Substitute Debt Financing Offer Period by giving written notice to the Companyor any other Financing or financing. (e) The applicable Group Company mayNotwithstanding anything contained in this Agreement to the contrary, at its sole discretionincluding Section 6.7(b), elect Buyers may terminate the Debt Commitment Letter or amend the Debt Commitment Letter to accept modify the ROFO Terms within ten (10) Business Days after delivery size of the ROFO Exercise Notice. If, upon the expiration of Facility (as such ten (10) Business Days’ period, the applicable Group Company has not elected to accept the ROFO Terms, the applicable Group Company shall have ninety (90) days thereafter to conclude the public debt financing on terms and conditions that are, term is defined in the aggregate, not materially less favorable to the Company than the ROFO Terms. If the public debt offering fails to be concluded during such ninety (90Debt Commitment Letter) days’ period, such public debt offering shall again be subject to the requirements set forth in Section 3.4(d), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing through the issuance of debt instruments on the public market unless the procedures set out in Sections 3.4(d) and 3.4(e) have again been fully complied with. (f) The requirements of this Section 3.4 shall not apply to any CB Repayment Loan. For purposes hereof, “CB Repayment Loan” means a loan that satisfies each of the following requirements: if Buyers (i) determine reasonably and in good faith that Buyers otherwise have sufficient funds to consummate the annual interest Transactions without the use of such loan does not exceed 8% (compounded annually); all or part of the Debt Financing and (ii) Buyers deposit an amount equal to the aggregate principal full amount necessary to fund the payments required to be made by Buyers under Article II at the Closing (or an amount which, when combined with the Facility, shall constitute the such full amount) into a restricted, secured or escrowed account. If Buyers decide to terminate or amend the Debt Commitment Letter, Buyers shall deliver prior written notice of such loan does not exceed the then aggregate outstanding amount (including principal and any accrued but unpaid interest) under the Convertible Note; (iii) the maturity date of such loan is no later than two (2) years following initial utilization; (iv) all termination or amendment to Sellers, accompanied with evidence of the net proceeds received funding into a restricted, secured or escrowed account as contemplated by the Company from foregoing sentence. Upon the Sellers’ reasonable satisfaction that sufficient funds have been deposited into such loan will be promptly applied towards the repayment restricted, secured or escrowed account, Buyers may deliver notice of termination or amendment of the outstanding amount under the Convertible Note; and (v) the definitive documents for such loan (as may be amended, modified and varied from time to time) shall provide that the Investor and any of its Affiliates shall have the right (but not the obligation) to, (x) following any amount having become past due thereunder, repay the entire then-outstanding amount under the loan in full, and (y) following any other default thereunder, cure such default (in each case of (x) and (y), on behalf of the Company) (the “Step-in Right”), and that, unless the lender of such loan has notified the Investor in writing that the Step-in Right has become exercisable and the Investor and its Affiliates have not validly exercised the Step-in Right within thirty (30) days after receipt of such notice, the lender may not: (A) take possession or cause the disposal of any Company Securities or any of the Group Companies’ assets, (B) exercise any right with respect Debt Commitment Letter to the operations, management, financials, personnel or any other material aspect of any Group Company, (C) seek or initiate any litigation, arbitration, bankruptcy proceeding, injection, asset preservation or other interim measure, or any other legal proceedings, against any Group Company, or (D) transfer or assign such loan or any rights therein, or permit any Person other than the Investor to repay any amount of such loan on behalf of any Group Company or cure any other default thereunder. Prior to entering into any CB Repayment Loan, the Company shall notify the Investor in writing of the proposed key terms and conditions of the CB Repayment Loan (including those with respect to the requirements set forth above) reasonably in advance and shall provide the Investor with drafts of the definitive documents for the CB Repayment Loan for review and comments (which comments the Company will reasonably consider). The Company shall keep the Investor promptly informed of any event or circumstance that has resulted in, or is reasonably expected to result in, the Step-in Right becoming exercisable, and may not amend, modify, vary or waive any provision of the CB Repayment Loan if such amendment, modification, variation or waiver would result in such loan ceasing to qualify as a CB Repayment Loan as provided hereinDebt Financing Sources.

Debt Financing. (a) Except Parent shall use its best efforts to (i) arrange the Debt Financing on the terms and conditions described in the Debt Financing Commitment Letter, (ii) enter into definitive agreements with respect thereto on the Investor’s prior written consent terms and conditions contained in the Debt Financing Commitment Letter, which agreements shall be in effect as promptly as practicable after the date hereof, but in no event later than the Closing, and (which consent may be withheld iii) consummate the Debt Financing no later than 48 hours following the Closing. In the event that any portion of the Debt Financing becomes unavailable in the manner or conditioned at from the Investor’s sole discretion)sources contemplated in the Debt Financing Commitment Letter, (A) Parent shall promptly notify the Company may notand (B) Parent and Merger Sub shall use their reasonable best efforts to arrange to obtain alternative financing from alternative sources, on terms that are no more adverse to the Company, as promptly as practicable following the occurrence of such event but in no event later than five business days prior to the Closing Date, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the first or second sentence of this Section 5.18 being referred to as the “Financing Agreements”). Parent and Merger Sub shall, shall cause their affiliates to, and shall ensure that no other Group use their reasonable best efforts to cause their Representatives to, comply with the terms, and satisfy on a timely basis the conditions applicable to such parties in the Debt Financing Commitment Letter, any alternative financing commitments, the Financing Agreements and any related fee and engagement letters. Parent shall (1) furnish complete, correct and executed copies of the Financing Agreements promptly upon their execution, (2) give the Company willprompt notice of any material breach by any party of the Debt Financing Commitment Letter, obtain any debt alternative financing except in accordance with this Section 3.4commitment or the Financing Agreements of which Parent or Merger Sub becomes aware or any termination thereof, and (3) otherwise keep the Company reasonably informed of the status of its efforts to arrange the Debt Financing (or any replacement thereof). (b) If any Group Company intends to obtain any debt financing other than through the issuance of debt instruments in the public market, the Company shall first deliver to the Investor a written notice (a “Private Debt Financing Notice”), which shall state the applicable Group Company’s intention to obtain private debt financing, the amount and type of such proposed debt financing, the identity of the proposed provider of such debt financing, and all material terms of such proposed debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Private Debt Financing Notice (the “Private Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company on such terms and conditions not less favorable to the applicable Group Company than those offered by the proposed provider of debt financing (in which case the Company shall, or shall procure the applicable Group Company toat Parent’s sole expense, promptly enter into such private debt financing cooperate in connection with the Investor or its applicable Affiliate in lieu arrangement of the proposed provider of such debt financing). (c) If, upon the expiration of the Private Debt Financing Offer Periodas may be reasonably requested in advance, the Investor has not elected to exercise its right to provide private financing pursuant to Section 3.4(b), the applicable Group Company shall have sixty (60) days thereafter to conclude the proposed debt financing, which debt financing shall be on the terms and conditions as set forth in the Private Debt Financing Notice. If the definitive documents for such debt financing shall not have been entered into during such sixty (60) days’ period, thereafter, such debt financing shall again be subject to the requirements set forth in Section 3.4(b), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing (other than debt financing obtained through the issuance of debt instruments in the public market, in which case the procedures set out in Sections 3.4(d) and 3.4(e) shall have been complied with) unless the procedures set out in Sections 3.4(b) and 3.4(c) have again been fully complied with. (d) If any Group Company intends to obtain any debt financing through the issuance of debt instruments in the public market, the Company shall first deliver to the Investor a written notice (a “Public Debt Financing Notice”) which shall state the applicable Group Company’s intention to obtain such public debt financing and the amount of such proposed public debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Public Debt Financing Notice (the “Public Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company (the “ROFO”) in such amount as specified in the Public Debt Financing Notice by delivery of a written notice to the applicable Group Company provided by Parent (provided that such requested cooperation does not unreasonably interfere with the “ROFO Exercise Notice”ongoing operations of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company). Such cooperation by the Company shall include, at the reasonable request of Parent, (i) agreeing to enter into such agreements, and to deliver such officer’s certificates (which in the good faith determination of the person executing the same shall be accurate), setting forth all material terms as are customary in financings of such proposed debt financing (type, and agreeing to pledge, grant security interests in, and otherwise grant liens on, the “ROFO Terms”). The ROFO Exercise Notice shall be irrevocable and shall constitute a binding agreement by the Investor Company’s assets pursuant to provide debt financing at the ROFO Terms. The failure of the Investor to give a ROFO Exercise Notice within the Public Debt Financing Offer Period shall be deemed to be a waiver by the Investor of its ROFOsuch agreements; provided that no obligation of the Investor Company under any such agreement, pledge or grant shall be effective until the Effective Time, (ii) preparing business projections, financial statements, pro forma statements and other financial data and pertinent information of the type required by Regulation S-X and Regulation S-K under the Securities Act of the type and form customarily included in offering memoranda, private placement memoranda, prospectuses and similar documents, all as may waive be reasonably requested by Parent, (iii) making the Company’s Representatives reasonably available to assist in the preparation of materials and documents required in connection with the Financing, and (iv) otherwise reasonably cooperating in connection with the consummation of the Debt Financing. Notwithstanding anything in this Agreement to the contrary, neither the Company nor any of its ROFO Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with the Debt Financing (or any replacements thereof) prior to the expiration of the Public Debt Financing Offer Period by giving written notice to the Company. (e) The applicable Group Company mayEffective Time. Parent shall, at its sole discretion, elect to accept the ROFO Terms within ten (10) Business Days after delivery of the ROFO Exercise Notice. If, promptly upon the expiration of such ten (10) Business Days’ period, the applicable Group Company has not elected to accept the ROFO Terms, the applicable Group Company shall have ninety (90) days thereafter to conclude the public debt financing on terms and conditions that are, in the aggregate, not materially less favorable to the Company than the ROFO Terms. If the public debt offering fails to be concluded during such ninety (90) days’ period, such public debt offering shall again be subject to the requirements set forth in Section 3.4(d), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing through the issuance of debt instruments on the public market unless the procedures set out in Sections 3.4(d) and 3.4(e) have again been fully complied with. (f) The requirements of this Section 3.4 shall not apply to any CB Repayment Loan. For purposes hereof, “CB Repayment Loan” means a loan that satisfies each of the following requirements: (i) the annual interest of such loan does not exceed 8% (compounded annually); (ii) the aggregate principal amount of such loan does not exceed the then aggregate outstanding amount (including principal and any accrued but unpaid interest) under the Convertible Note; (iii) the maturity date of such loan is no later than two (2) years following initial utilization; (iv) all of the net proceeds received request by the Company from such loan will be promptly applied towards following the repayment valid termination of this Agreement reimburse the outstanding amount under Company for all reasonable and documented out-of-pocket costs incurred by the Convertible Note; and (v) the definitive documents for such loan (as may be amended, modified and varied from time to time) shall provide that the Investor and Company or any of its Affiliates subsidiaries in connection with such cooperation under this Section 5.18(b). Parent shall have indemnify and hold harmless the right (but not Company and its Subsidiaries for and against any and all losses suffered or incurred by them in connection with the obligation) to, (x) following any amount having become past due thereunder, repay the entire then-outstanding amount under the loan in full, and (y) following any other default thereunder, cure such default (in each case of (x) and (y), on behalf arrangement of the Company) Debt Financing and any information utilized in connection therewith (the “Step-in Right”), and that, unless the lender of such loan has notified the Investor in writing that the Step-in Right has become exercisable and the Investor and its Affiliates have not validly exercised the Step-in Right within thirty (30) days after receipt of such notice, the lender may not: (A) take possession or cause the disposal of any Company Securities or any of the Group Companies’ assets, (B) exercise any right with respect to the operations, management, financials, personnel or any other material aspect of any Group Company, (C) seek or initiate any litigation, arbitration, bankruptcy proceeding, injection, asset preservation or other interim measure, or any other legal proceedings, against any Group Company, or (D) transfer or assign such loan or any rights therein, or permit any Person other than information provided by the Investor to repay any amount of such loan on behalf of any Group Company or cure any other default thereunder. Prior to entering into any CB Repayment Loan, the Company shall notify the Investor in writing of the proposed key terms and conditions of the CB Repayment Loan (including those with respect to the requirements set forth above) reasonably in advance and shall provide the Investor with drafts of the definitive documents for the CB Repayment Loan for review and comments (which comments the Company will reasonably considerits Subsidiaries). The Company shall keep the Investor promptly informed of any event or circumstance that has resulted in, or is reasonably expected to result in, the Step-in Right becoming exercisable, and may not amend, modify, vary or waive any provision of the CB Repayment Loan if such amendment, modification, variation or waiver would result in such loan ceasing to qualify as a CB Repayment Loan as provided herein.

Debt Financing. (a) Except Subject to the other provisions of this Agreement, Acquiror hereby agrees to use commercially reasonable efforts to take all actions to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter (including, to the extent required, the exercise of any “market flex” provisions), including using commercially reasonable efforts to maintain in effect the Debt Commitment Letter and using commercially reasonable efforts to, as promptly as possible (taking into account the timing of the Marketing Period): (i) satisfy on a timely basis all conditions applicable to Acquiror obtaining the Debt Financing set forth therein that are in their control, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter (including any related “market flex” provisions) or on other terms in the aggregate not materially less favorable to Acquiror (as reasonably determined by Acquiror), (iii) timely prepare, with the Investor’s prior written consent (which consent may be withheld or conditioned at assistance of the Investor’s sole discretion)Company and the Debt Financing Sources, the Company may not, marketing materials with respect to the Debt Financing and shall ensure that no other Group Company will, obtain any debt financing except in accordance with this Section 3.4(iv) commence the syndication and/or marketing activities contemplated by the Debt Commitment Letter. (b) If Prior to Closing, Acquiror shall (i) use commercially reasonable efforts to comply in all material respects with its obligations under the Debt Commitment Letter, (ii) not, without the prior written consent of the Company, terminate the Debt Commitment Letter or any Group Company intends definitive agreement related thereto; provided, that, Acquiror may terminate the Debt Commitment Letter upon the substantially concurrent execution of an Alternate Debt Financing without the prior written consent of the Company, and (iii) not permit, without the prior written consent of the Company, any amendment or modification to obtain be made to, or any debt financing other than through material waiver of any provision or remedy under, the issuance Debt Commitment Letter, if the effect of debt instruments any such amendment, modification or waiver would (A) increase the margin (including by virtue of additional commitment fees, upfront fees and original issue discount) in excess of the public marketpercentage set forth on Schedule 8.12, (B) impose new or additional conditions, or otherwise expand any of the conditions to the receipt of the Debt Financing, (C) would be reasonably be expected to impair, delay or prevent the availability of all or a portion of the Debt Financing or (D) would or would reasonably be expected to result in a material and adverse effect on Acquiror and its Subsidiaries (including, following the Closing, the Company shall first deliver and its Subsidiaries), taken as a whole, after giving effect to the Investor a written notice (a “Private Debt Financing Notice”)Transactions. For purposes of this Agreement, which shall state the applicable Group Company’s intention references to obtain private debt financing, the amount and type of such proposed debt financing, the identity of the proposed provider of such debt financing, and all material terms of such proposed debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Private Debt Financing Notice (the “Private Debt Financing Offer Period”)Commitment Letter” shall include such document as permitted or required by this Section 8.12 to be amended, to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company on modified or waived, in each case from and after such terms and conditions not less favorable to the applicable Group Company than those offered by the proposed provider of debt financing (in which case the Company shallamendment, modification or shall procure the applicable Group Company to, promptly enter into such private debt financing with the Investor or its applicable Affiliate in lieu of the proposed provider of such debt financing)waiver. (c) IfAcquiror shall give the Company prompt written notice: (i) of any breach or default by any party to the Debt Commitment Letter or other Debt Document of which Acquiror becomes aware, upon if such breach or default would reasonably be expected to affect the expiration timely availability of, or amount of, the Debt Financing, (ii) of the Private receipt of any written notice or other written communication from any Person with respect to any actual or potential breach, default, termination or repudiation by any party to the Debt Commitment Letter or other Debt Document, (iii) if for any reason Acquiror believes in good faith it will not be able to obtain any material portion of the Debt Financing Offer Periodon the terms, in the Investor has not elected manner and from the sources contemplated by the Debt Commitment Letter (including any related “market flex” terms) or the definitive agreements with respect thereto (including the Debt Document) and (iv) of any termination of the Debt Commitment Letter; provided, that in no event will Acquiror be under any obligation to exercise its right disclose any information that is subject to provide private financing pursuant to Section 3.4(b), the applicable Group Company attorney-client or similar privilege if Acquiror shall have sixty (60) days thereafter used its commercially reasonable efforts to conclude the proposed debt financing, which debt financing shall be on the terms and conditions as set forth disclose such information in the Private Debt Financing Notice. If the definitive documents for a way that would not waive such debt financing shall not have been entered into during such sixty (60) days’ period, thereafter, such debt financing shall again be subject to the requirements set forth in Section 3.4(b), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing (other than debt financing obtained through the issuance of debt instruments in the public market, in which case the procedures set out in Sections 3.4(d) and 3.4(e) shall have been complied with) unless the procedures set out in Sections 3.4(b) and 3.4(c) have again been fully complied withprivilege. (d) If any Group Company intends to obtain any debt financing through portion of the issuance of debt instruments in the public market, the Company shall first deliver to the Investor a written notice (a “Public Debt Financing Notice”) which shall state becomes unavailable on the applicable Group Company’s intention to obtain such public debt financing and the amount of such proposed public debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Public Debt Financing Notice (the “Public Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company (the “ROFO”) in such amount as specified in the Public Debt Financing Notice by delivery of a written notice to the applicable Group Company (the “ROFO Exercise Notice”), setting forth all material terms of such proposed debt financing (the “ROFO Terms”). The ROFO Exercise Notice shall be irrevocable and shall constitute a binding agreement by the Investor to provide debt financing at the ROFO Terms. The failure of the Investor to give a ROFO Exercise Notice within the Public Debt Financing Offer Period shall be deemed to be a waiver by the Investor of its ROFO; provided that the Investor may waive its ROFO prior to the expiration of the Public Debt Financing Offer Period by giving written notice to the Company. (e) The applicable Group Company may, at its sole discretion, elect to accept the ROFO Terms within ten (10) Business Days after delivery of the ROFO Exercise Notice. If, upon the expiration of such ten (10) Business Days’ period, the applicable Group Company has not elected to accept the ROFO Terms, the applicable Group Company shall have ninety (90) days thereafter to conclude the public debt financing on terms and conditions that arecontemplated in the Debt Commitment Letter (including any related “market flex” terms), Acquiror shall, without limiting the obligations of Acquiror set forth in the immediately following sentence, use commercially reasonable efforts in direct consultation with the Company to arrange to obtain Alternate Debt Financing, including from alternative sources, on terms (including any related “market flex” terms), taken as a whole, in the aggregate, aggregate not materially less favorable to the Company Acquiror (as reasonably determined by Acquiror) than the ROFO Terms. If Debt Financing contemplated by the public debt offering fails Debt Commitment Letter (after giving effect to be concluded during all related “market flex” terms) (“Alternate Debt Financing”) as promptly as practicable following the occurrence of such ninety (90) days’ period, such public debt offering shall again be subject to the requirements set forth in Section 3.4(d), event and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing through the issuance of debt instruments on the public market unless the procedures set out in Sections 3.4(d) and 3.4(e) have again been fully complied with. (f) The requirements provisions of this Section 3.4 8.12 and Sections 7.08, 12.03, 12.04, 12.06, 12.10 and 12.13 shall not apply be applicable to any CB Repayment Loan. For the Alternate Debt Financing, and, for the purposes hereof, “CB Repayment Loan” means a loan that satisfies each of the following requirements: (i) the annual interest definition of such loan does not exceed 8% (compounded annually); (ii) the aggregate principal amount of such loan does not exceed the then aggregate outstanding amount (including principal “Debt Documents”, Sections 6.15 and any accrued but unpaid interest) under the Convertible Note; (iii) the maturity date of such loan is no later than two (2) years following initial utilization; (iv) 7.08, this Section 8.12 and Sections 12.03, 12.04, 12.06, 12.10 and 12.13, all of the net proceeds received by the Company from such loan will be promptly applied towards the repayment of the outstanding amount under the Convertible Note; and (v) the definitive documents for such loan (as may be amended, modified and varied from time to time) shall provide that the Investor and any of its Affiliates shall have the right (but not the obligation) to, (x) following any amount having become past due thereunder, repay the entire then-outstanding amount under the loan in full, and (y) following any other default thereunder, cure such default (in each case of (x) and (y), on behalf of the Company) (the “Step-in Right”), and that, unless the lender of such loan has notified the Investor in writing that the Step-in Right has become exercisable and the Investor and its Affiliates have not validly exercised the Step-in Right within thirty (30) days after receipt of such notice, the lender may not: (A) take possession or cause the disposal of any Company Securities or any of the Group Companies’ assets, (B) exercise any right with respect references to the operationsDebt Financing shall be deemed to include such Alternate Debt Financing, management, financials, personnel or any other material aspect of any Group Company, (C) seek or initiate any litigation, arbitration, bankruptcy proceeding, injection, asset preservation all references to the Debt Commitment Letter or other interim measure, or any other legal proceedings, against any Group Company, or (D) transfer or assign such loan or any rights therein, or permit any Person other than Debt Documents shall include the Investor to repay any amount of such loan on behalf of any Group Company or cure any other default thereunder. Prior to entering into any CB Repayment Loan, the Company shall notify the Investor in writing of the proposed key terms and conditions of the CB Repayment Loan (including those with respect to the requirements set forth above) reasonably in advance and shall provide the Investor with drafts of the definitive applicable documents for the CB Repayment Loan for review Alternate Debt Financing and comments (which comments all references to the Company will reasonably consider). The Company Debt Financing Sources shall keep include the Investor promptly informed of any event persons providing or circumstance that has resulted in, or is reasonably expected to result in, arranging the Step-in Right becoming exercisable, and may not amend, modify, vary or waive any provision of the CB Repayment Loan if such amendment, modification, variation or waiver would result in such loan ceasing to qualify as a CB Repayment Loan as provided hereinAlternate Debt Financing.

Debt Financing. (a) Except Each of Parent and Merger Sub shall use its best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary to arrange the Debt Financing in a timely manner including to (i) maintain in effect the Debt Commitment Letter, (ii) satisfy, or cause its Representatives to satisfy, on a timely basis all conditions in the Debt Commitment Letter that are within their respective control, other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply with its obligations under this Agreement) and (iii) assuming all conditions precedent in the Investor’s Debt Commitment Letter have been satisfied, subject to the requirements of Section 2.02, draw upon and consummate the Debt Financing at or prior written consent (which consent may be withheld or conditioned at to the Investor’s sole discretion), the Company may not, and shall ensure that no other Group Company will, obtain any debt financing except in accordance with this Section 3.4Closing. (b) If Parent or Merger Sub becomes aware that any Group Company intends to obtain any debt financing other than through portion of the issuance of debt instruments in the public market, the Company shall first deliver to the Investor a written notice (a “Private Debt Financing Notice”), which shall state the applicable Group Company’s intention to obtain private debt financing, the amount and type of such proposed debt financing, the identity of the proposed provider of such debt financing, and all material terms of such proposed debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Private Debt Financing Notice (the “Private Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company on such terms and conditions not less favorable to the applicable Group Company than those offered by the proposed provider of debt financing (in which case the Company shall, or shall procure the applicable Group Company to, promptly enter into such private debt financing with the Investor or its applicable Affiliate in lieu of the proposed provider of such debt financing). (c) If, upon the expiration of the Private Debt Financing Offer Period, the Investor has not elected to exercise its right to provide private financing pursuant to Section 3.4(b), the applicable Group Company shall have sixty (60) days thereafter to conclude the proposed debt financing, which debt financing shall be become unavailable on the terms and conditions as set forth contemplated in the Private Debt Financing Notice. If Commitment Letter, (A) Parent shall promptly so notify the definitive documents for such Company, and (B) each of Parent and Merger Sub shall use its commercially reasonable efforts to arrange to obtain alternative debt financing shall not have been entered into during from the same or alternate sources, as promptly as practicable following the occurrence of such sixty event, on terms and conditions no less favorable, in the aggregate, to Parent and Merger Sub, on the one hand, and the Company, on the other hand, than those contained in the Debt Commitment Letter (60as determined in the reasonable judgment of Parent), in an amount sufficient (assuming the contributions contemplated by the Rollover Agreement are made, and the Rollover Shares are cancelled without payment of consideration, in accordance with the terms of the Rollover Agreement) days’ period, thereafter, such debt financing shall again be subject to consummate the requirements set forth in Section 3.4(bMerger and other Transactions (the “Alternative Debt Financing”), and to enter into new definitive agreements with respect to such Alternative Debt Financing (the Company may not, and shall ensure that no other Group Company will, obtain any debt financing (other than debt financing obtained through the issuance of debt instruments in the public market, in which case the procedures set out in Sections 3.4(d“Alternative Debt Financing Documents”) and 3.4(e) Parent shall have been complied with) unless the procedures set out in Sections 3.4(b) and 3.4(c) have again been fully complied with. (d) If any Group Company intends to obtain any debt financing through the issuance of debt instruments in the public market, the Company shall first deliver to the Investor a written notice Company as promptly as practicable (a “Public Debt Financing Notice”) which shall state the applicable Group Company’s intention to obtain such public debt financing and the amount of such proposed public debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Public Debt Financing Notice (the “Public Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company (the “ROFO”) in such amount as specified in the Public Debt Financing Notice by delivery of a written notice to the applicable Group Company (the “ROFO Exercise Notice”), setting forth all material terms of such proposed debt financing (the “ROFO Terms”). The ROFO Exercise Notice shall be irrevocable and shall constitute a binding agreement by the Investor to provide debt financing at the ROFO Terms. The failure of the Investor to give a ROFO Exercise Notice within the Public Debt Financing Offer Period shall be deemed to be a waiver by the Investor of its ROFO; provided that the Investor may waive its ROFO prior to the expiration of the Public Debt Financing Offer Period by giving written notice to the Company. (e) The applicable Group Company may, at its sole discretion, elect to accept the ROFO Terms within ten (10) Business Days after delivery of the ROFO Exercise Notice. If, upon the expiration of such no later than ten (10) Business Days’ period) after such execution, the applicable Group Company has not elected a true and complete copy of each such Alternative Debt Financing Document (except for customary engagement letters and with respect to accept the ROFO TermsFee Letters, the applicable Group Company shall have ninety (90) days thereafter Redacted copies thereof). Any reference in this Agreement to conclude the public debt financing on terms and conditions that are, in the aggregate, not materially less favorable to the Company than the ROFO Terms. If the public debt offering fails to be concluded during such ninety (90) days’ period, such public debt offering shall again be subject to the requirements set forth in Section 3.4(d), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing through the issuance of debt instruments on the public market unless the procedures set out in Sections 3.4(d) and 3.4(e) have again been fully complied with. (f) The requirements of this Section 3.4 shall not apply to any CB Repayment Loan. For purposes hereof, “CB Repayment Loan” means a loan that satisfies each of the following requirements: (i) the annual interest of such loan does not exceed 8% (compounded annually); (ii) the aggregate principal amount of such loan does not exceed the then aggregate outstanding amount (including principal and any accrued but unpaid interest) under the Convertible Note; (iii) the maturity date of such loan is no later than two (2) years following initial utilization; (iv) all of the net proceeds received by the Company from such loan will be promptly applied towards the repayment of the outstanding amount under the Convertible Note; and (v) the definitive documents for such loan (as may be amended, modified and varied from time to time) shall provide that the Investor and any of its Affiliates shall have the right (but not the obligation) to, (x) following any amount having become past due thereunder, repay the entire then-outstanding amount under the loan in full, and (y) following any other default thereunder, cure such default (in each case of (x) and (y), on behalf of the Company) (the “Step-in Right”), and that, unless the lender of such loan has notified the Investor in writing that the Step-in Right has become exercisable and the Investor and its Affiliates have not validly exercised the Step-in Right within thirty (30) days after receipt of such notice, the lender may not: (A) take possession the “Debt Financing” shall mean the debt financing contemplated by the Debt Commitment Letter as amended, restated, supplemented, replaced, substituted or cause the disposal of any Company Securities or any of the Group Companies’ assetsmodified pursuant to this Section 7.14(b) and Section 7.14(c) below, (B) exercise any right with respect reference in this Agreement to the operations“Debt Commitment Letter” shall be deemed to include the Debt Commitment Letter to the extent so amended, managementrestated, financialssupplemented, personnel replaced, substituted or modified (including any other material aspect of any Group Company, Alternative Debt Financing Documents to the extent then in effect) and (C) seek any reference in this Agreement to “Fee Letter” shall be deemed to include any Fee Letter relating to the Debt Commitment Letter to the extent so amended, restated, supplemented, replaced, substituted or initiate any litigation, arbitration, bankruptcy proceeding, injection, asset preservation or other interim measure, or any other legal proceedings, against any Group Company, or (D) transfer or assign such loan or any rights therein, or permit any Person other than the Investor to repay any amount of such loan on behalf of any Group Company or cure any other default thereunder. Prior to entering into any CB Repayment Loan, the Company shall notify the Investor in writing of the proposed key terms and conditions of the CB Repayment Loan modified (including those in connection with respect any Alternative Debt Financing Documents to the requirements set forth above) reasonably extent then in advance and shall provide the Investor with drafts of the definitive documents for the CB Repayment Loan for review and comments (which comments the Company will reasonably considereffect). The Company shall keep the Investor promptly informed of any event or circumstance that has resulted in, or is reasonably expected to result in, the Step-in Right becoming exercisable, and may not amend, modify, vary or waive any provision of the CB Repayment Loan if such amendment, modification, variation or waiver would result in such loan ceasing to qualify as a CB Repayment Loan as provided herein.

Debt Financing. (a) Except with the Investor’s On or prior written consent (which consent may be withheld or conditioned at the Investor’s sole discretion), the Company may not, and shall ensure that no other Group Company will, obtain any debt financing except in accordance with this Section 3.4. (b) If any Group Company intends to obtain any debt financing other than through the issuance of debt instruments in the public market, the Company shall first deliver to the Investor a written notice date that is three Business Days after the Forbearance Effective Date, (a the “Private Debt Financing NoticeDeadline”), which (A) Holdings shall state obtain the applicable Group Company’s intention to obtain private debt financing, the amount and type of such proposed debt financing, the identity of the proposed provider of such debt financing, and all material terms of such proposed debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Private Debt Financing Notice (the “Private Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company on such terms and conditions not less favorable to the applicable Group Company than those offered by the proposed provider of debt financing (in which case the Company shall, or shall procure the applicable Group Company to, promptly enter into such private debt financing with the Investor or its applicable Affiliate in lieu of the proposed provider of such debt financing). (c) If, upon the expiration of the Private Debt Financing Offer Period, the Investor has not elected to exercise its right to provide private financing pursuant to Section 3.4(b), the applicable Group Company shall have sixty (60) days thereafter to conclude the proposed debt financing, which debt financing shall be on the terms and conditions as set forth in the Private Debt Financing Notice. If the definitive documents for such debt financing shall not have been entered into during such sixty (60) days’ period, thereafter, such debt financing shall again be subject to the requirements set forth in Section 3.4(b), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing (other than debt financing obtained through the issuance of debt instruments in the public market, in which case the procedures set out in Sections 3.4(d) and 3.4(e) shall have been complied with) unless the procedures set out in Sections 3.4(b) and 3.4(c) have again been fully complied with. (d) If any Group Company intends to obtain any debt financing through the issuance of debt instruments in the public market, the Company shall first deliver to the Investor a written notice (a “Public Debt Financing Notice”) which shall state the applicable Group Company’s intention to obtain such public debt financing and the amount of such proposed public debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Public Debt Financing Notice (the “Public Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company (the “ROFO”) in such amount as specified in the Public Debt Financing Notice by delivery proceeds of a written notice to the applicable Group Company (the “ROFO Exercise Notice”), setting forth all material terms of such proposed subordinated debt financing (the “ROFO TermsDebt Financing”). The ROFO Exercise Notice ) from PBCO, Inc. (the “Debt Investor”) in an amount not less than $4,000,000, which Debt Financing shall (i) provide that the only obligor in respect of such Debt Financing shall be irrevocable Holdings, (ii) be unsecured, (iii) be fully and shall constitute a binding agreement by completely subordinated to the Investor to provide debt financing at the ROFO Terms. The failure prior payment in full of the Investor Obligations for the benefit of, and to, the Lenders pursuant to give a ROFO Exercise Notice within the Public Debt Financing Offer Period subordination agreement, which shall be deemed in form and substance acceptable to be a waiver by the Investor of its ROFO; provided that the Investor may waive its ROFO prior to the expiration of the Public Debt Financing Offer Period by giving written notice to the Company. (e) The applicable Group Company may, at Agent in its sole discretion, elect (iv) have a maturity date no earlier than 6 months after Revolver Termination Date, (v) provide for no scheduled payments of principal, prepayments or voluntary payments of principal nor mandatory redemption obligations prior to accept Revolver Termination Date, (vi) accrue interest at a rate no greater than 8.24% per annum, which interest shall compound annually in arrears on the ROFO Terms within ten 1st calendar day of each year, (10vii) Business Days after delivery provide that no payment of the ROFO Exercise Notice. Ifinterest may be made in cash prior to Revolver Termination Date, upon the expiration of such ten (10viii) Business Days’ period, the applicable Group Company has not elected to accept the ROFO Terms, the applicable Group Company shall have ninety (90) days thereafter to conclude the public debt financing on terms and conditions that are, in the aggregate, not materially less favorable be cross-defaulted to the Company than the ROFO Terms. If the public debt offering fails to be concluded during such ninety Loan Documents, (90ix) days’ period, such public debt offering shall again be subject to the requirements set forth permanent standstill provisions (other than filing a proof of claim in Section 3.4(dconnection with an Insolvency Proceeding), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing through the issuance of debt instruments on the public market unless the procedures set out in Sections 3.4(d) and 3.4(e) have again been fully complied with. (f) The requirements of this Section 3.4 shall not apply to any CB Repayment Loan. For purposes hereof, “CB Repayment Loan” means a loan that satisfies each of the following requirements: (i) the annual interest of such loan does not exceed 8% (compounded annually); (ii) the aggregate principal amount of such loan does not exceed the then aggregate outstanding amount (including principal and any accrued but unpaid interest) under the Convertible Note; (iii) the maturity date of such loan is no later than two (2) years following initial utilization; (iv) all of the net proceeds received by the Company from such loan will be promptly applied towards the repayment of the outstanding amount under the Convertible Note; and (v) the definitive documents for such loan (as may be amended, modified and varied from time to time) shall provide that the Investor and any of its Affiliates shall have the right (but not the obligation) to, (x) following provide that neither the Debt Financing, nor any amount having become past due thereunderinterest therein, repay may be assigned by the entire then-outstanding amount under Debt Investor to any person or entity without the loan in fullprior written consent of Agent, and (yxi) following any other default thereunder, cure such default (in each case of (x) otherwise be on terms and (y), on behalf of the Company) (the “Step-in Right”)conditions, and thatpursuant to documentation, unless the lender of such loan has notified the Investor acceptable to Agent in writing that the Step-in Right has become exercisable and the Investor and its Affiliates have not validly exercised the Step-in Right within thirty (30) days after receipt of such notice, the lender may not: (A) take possession or cause the disposal of any Company Securities or any of the Group Companies’ assets, (B) exercise any right with respect to the operations, management, financials, personnel or any other material aspect of any Group Company, (C) seek or initiate any litigation, arbitration, bankruptcy proceeding, injection, asset preservation or other interim measure, or any other legal proceedings, against any Group Company, or (D) transfer or assign such loan or any rights therein, or permit any Person other than the Investor to repay any amount of such loan on behalf of any Group Company or cure any other default thereunder. Prior to entering into any CB Repayment Loan, the Company shall notify the Investor in writing of the proposed key terms and conditions of the CB Repayment Loan (including those with respect to the requirements set forth above) reasonably in advance and shall provide the Investor with drafts of the definitive documents for the CB Repayment Loan for review and comments (which comments the Company will reasonably consider). The Company shall keep the Investor promptly informed of any event or circumstance that has resulted in, or is reasonably expected to result in, the Step-in Right becoming exercisable, and may not amend, modify, vary or waive any provision of the CB Repayment Loan if such amendment, modification, variation or waiver would result in such loan ceasing to qualify as a CB Repayment Loan as provided hereinsole discretion.

Debt Financing. If Parent elects to pursue the Debt Financing, Parent shall provide the Company with fully executed copies of any related engagement, commitment or fee letter for the Debt Financing (in each case subject to customary redactions for “flex” provisions, fees and other economic amounts) promptly following their execution and in any event not later than 45 days following the earlier of (a) Except with the Investor’s prior written consent later of (which consent may be withheld or conditioned at x) the Investor’s sole discretion), the Company may not, and shall ensure date that no other Group Company will, obtain any debt financing except in accordance with this Section 3.4. (b) If any Group Company intends to obtain any debt financing other than through the issuance of debt instruments in the public market, the Company shall first deliver to the Investor a written notice (a “Private Debt Financing Notice”), which shall state the applicable Group Company’s intention to obtain private debt financing, the amount and type of such proposed debt financing, the identity of the proposed provider of such debt financing, and all material terms of such proposed debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Private Debt Financing Notice (the “Private Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company on such terms and conditions not less favorable to the applicable Group Company than those offered by the proposed provider of debt financing (in which case the Company shall, or shall procure the applicable Group Company to, promptly enter into such private debt financing with the Investor or its applicable Affiliate in lieu of the proposed provider of such debt financing). (c) If, upon the expiration of the Private Debt Financing Offer Period, the Investor has not elected to exercise its right to provide private financing pursuant to Section 3.4(b), the applicable Group Company shall have sixty (60) days thereafter to conclude the proposed debt financing, which debt financing shall be on the terms and conditions as set forth in the Private Debt Financing Notice. If the definitive documents for such debt financing shall not have been entered into during such sixty (60) days’ period, thereafter, such debt financing shall again be subject to the requirements set forth in Section 3.4(b), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing (other than debt financing obtained through the issuance of debt instruments in the public market, in which case the procedures set out in Sections 3.4(d) and 3.4(e) Outlet Purchase Agreement shall have been complied with) unless the procedures set out in Sections 3.4(b) and 3.4(c) have again been fully complied with. (d) If any Group Company intends to obtain any debt financing through the issuance of debt instruments in the public market, the Company shall first deliver to the Investor a written notice (a “Public Debt Financing Notice”) which shall state the applicable Group Company’s intention to obtain such public debt financing and the amount of such proposed public debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Public Debt Financing Notice (the “Public Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company (the “ROFO”) in such amount as specified in the Public Debt Financing Notice by delivery of a written notice to the applicable Group Company (the “ROFO Exercise Notice”), setting forth all material terms of such proposed debt financing (the “ROFO Terms”). The ROFO Exercise Notice shall be irrevocable and shall constitute a binding agreement by the Investor to provide debt financing at the ROFO Terms. The failure of the Investor to give a ROFO Exercise Notice within the Public Debt Financing Offer Period shall be deemed to be a waiver by the Investor of its ROFO; provided that the Investor may waive its ROFO executed prior to the expiration of the Public Debt Financing Offer Sale Period by giving written notice to the Company. (e) The applicable Group Company may, at its sole discretion, elect to accept the ROFO Terms within ten (10) Business Days after delivery of the ROFO Exercise Notice. If, upon the expiration of such ten (10) Business Days’ period, the applicable Group Company has not elected to accept the ROFO Terms, the applicable Group Company shall have ninety (90) days thereafter to conclude the public debt financing on terms and conditions that are, in the aggregate, not materially less favorable to the Company than the ROFO Terms. If the public debt offering fails to be concluded during such ninety (90) days’ period, such public debt offering shall again be subject to the requirements set forth in Section 3.4(d), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing through the issuance of debt instruments on the public market unless the procedures set out in Sections 3.4(d) and 3.4(e) have again been fully complied with. (f) The requirements of this Section 3.4 shall not apply to any CB Repayment Loan. For purposes hereof, “CB Repayment Loan” means a loan that satisfies each of the following requirements: (i) the annual interest of such loan does not exceed 8% (compounded annually); (ii) the aggregate principal amount of such loan does not exceed the then aggregate outstanding amount (including principal and any accrued but unpaid interest) under the Convertible Note; (iii) the maturity date of such loan is no later than two (2) years following initial utilization; (iv) all of the net proceeds received by the Company from such loan will be promptly applied towards the repayment of the outstanding amount under the Convertible Note; and (v) the definitive documents for such loan (as may be amended, modified and varied from time to time) shall provide that the Investor and any of its Affiliates shall have the right (but not the obligation) to, (x) following any amount having become past due thereunder, repay the entire then-outstanding amount under the loan in full, and (y) following any other default thereunderin the event an Outlet Purchase Agreement shall have been executed prior to the expiration of the Sale Period and later is terminated, cure 45 days after the date Parent is notified of such default (in each case of (x) termination and (y), on behalf b) the expiration of the CompanySale Period if no Outlet Purchase Agreement shall have been executed prior thereto; provided, further, that without limitation of the foregoing, Parent shall not agree to, permit or enter into, any amendment, waiver, supplement or other modification to the terms of the letters relating to the Debt Financing without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that it would be reasonable for the “Step-in Right”)Company to withhold or otherwise delay or condition such consent if any such amendments, and thatwaivers, unless the lender of such loan has notified the Investor in writing that the Step-in Right has become exercisable and the Investor and its Affiliates have not validly exercised the Step-in Right within thirty (30) days after receipt of such notice, the lender may not: (A) take possession supplements or modifications would reasonably be expected to cause the disposal of any Company Securities or any of anticipated Closing Date to occur past the Group Companies’ assets, (BEnd Date) exercise any right with respect to the operations, management, financials, personnel or any other material aspect of any Group Company, (C) seek or initiate any litigation, arbitration, bankruptcy proceeding, injection, asset preservation or other interim measure, or any other legal proceedings, against any Group Company, or (D) transfer or assign such loan or any rights therein, or permit any Person other than the Investor to repay any amount of such loan on behalf of any Group Company or cure any other default thereunder. Prior to entering into any CB Repayment Loan, the Company shall notify the Investor in writing of the proposed key terms and conditions of the CB Repayment Loan (including those with respect to the requirements set forth above) reasonably in advance and shall provide the Investor with drafts of the definitive documents for the CB Repayment Loan for review and comments (which comments the Company will reasonably consider). The Company shall keep the Investor promptly informed of any event or circumstance that has resulted in, or is reasonably expected to result in, the Step-in Right becoming exercisable, and may not amend, modify, vary or waive any provision of the CB Repayment Loan if such amendment, waiver, supplement or other modification would reasonably be expected to (x) impose any new or additional conditions precedent or materially or unreasonably expand any existing condition to the funding of the Debt Financing contained in such letters, or (y) otherwise materially modify or expand any of the Financing Information required to be delivered by the Company (any such amendment, waiver, supplement or other modification, variation an “Adverse Amendment”); provided, further, that Parent shall be permitted to agree, permit or waiver would result in such loan ceasing enter into any amendment, waiver, supplement or other modification that does not constitute an Adverse Amendment. Parent shall promptly deliver to qualify as a CB Repayment Loan as provided hereinCompany copies of any Adverse Amendment.

Debt Financing. (a) Except Purchaser shall use its commercially reasonable efforts to obtain the Debt Financing, on the terms and conditions set forth in the Debt Financing Agreement, on or prior to April 30, 2006. Purchaser shall keep Seller informed on a current basis of the status of the financing process relating thereto. In the event that any portion of the Debt Financing becomes unavailable, regardless of the reason therefor, Purchaser will (i) use its commercially reasonable efforts to obtain alternative debt financing (in an amount sufficient, when taken together with the Investor’s proceeds from the Equity Financing, to pay the Required Amounts) on substantially equivalent or more favorable terms from other sources and which do not include any conditions to the consummation of such alternative debt financing that are more onerous than the conditions set forth in the Debt Financing, and (ii) promptly notify Seller of such unavailability and the reason therefor. From the date hereof until the first to occur of a termination of this Agreement in accordance with Article X or the Closing Date, Purchaser will not, without the prior written consent of Seller, (which consent may be withheld A) amend the Debt Financing Agreement in order to include additional conditions to the consummation of the Debt Financing, or conditioned at (B) terminate the Investor’s sole discretion)Debt Financing Agreement, unless the Company may not, Debt Financing becomes unavailable and shall ensure that no other Group Company will, Purchaser is using its commercially reasonable efforts to obtain any alternative debt financing except in accordance with this Section 3.45.17(a). (b) If any Group Company intends From the date of this Agreement until the Closing, Seller shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to obtain any debt financing other than through cause its Affiliates and each of its and their respective Representatives to, provide all cooperation reasonably requested by Purchaser in connection with the issuance arrangement of debt instruments in the public market, the Company shall first deliver to the Investor a written notice (a “Private Debt Financing Notice”), which shall state (or the applicable Group Company’s intention to obtain private arrangement of the alternative debt financing, the amount if any, contemplated by Section 5.17(a)), including using commercially reasonable efforts to (A) cause appropriate officers and type of such proposed debt financing, the identity employees of the proposed provider Business (x) to be available, on a customary basis and on reasonable advance notice, to meet with prospective lenders, rating agencies and investors in meetings, presentations, road shows and due diligence sessions, (y) to provide reasonable and customary management and legal representations to auditors and (z) to provide reasonable and timely assistance with the preparation of such debt financingbusiness projections and similar materials, (B) otherwise reasonably cooperate with the marketing efforts of Purchaser and all material terms of such proposed debt financing. The Investor shall have the right and option, its financing sources for a period of ten (10) Business Days after delivery any of the Private Debt Financing Notice Financing, (C) furnish Purchaser with timely financial and other pertinent information regarding the “Private Debt Financing Offer Period”)Business and the L Tape Product line as shall exist (or if not existing, using commercially reasonable efforts to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company on prepare such terms financial or other pertinent information) and conditions not less favorable to the applicable Group Company than those offered as may be reasonably requested by the proposed provider of debt financing Purchaser, (in which case the Company shall, or shall procure the applicable Group Company to, promptly enter into such private debt financing with the Investor or its applicable Affiliate in lieu of the proposed provider of such debt financing). (cD) If, upon the expiration of the Private Debt Financing Offer Period, the Investor has not elected to exercise its right to provide private financing pursuant to Section 3.4(b), the applicable Group Company shall have sixty (60) days thereafter to conclude the proposed debt financing, which debt financing shall be on satisfy the terms and conditions as set forth in the Private Debt Financing Notice. If Agreement, including paragraph 7(b) thereof and in paragraphs (f), (h) and (l) of Exhibit D thereto, (E) assist Purchaser (including by participating in drafting sessions) in the definitive timely preparation of offering, information or syndication documents for any of the Debt Financing or any alternative to all or any portion thereof (“Offering Documents”), (F) facilitate the pledging of collateral and obtaining surveys and title insurance as reasonably requested by Purchaser, (G) obtain customary comfort letters from the auditors of the Seller and consent from such debt financing auditors for use of any of their audit reports (including but not limited to by including such reports in any Offering Documents) and SAS 100 reviews, and (H) obtain customary legal opinions or other certificates or documents as may reasonably be requested by Purchaser; provided, that none of the opinions, documents and certificates referenced in clause (H) above shall be executed and delivered except in connection with the Closing (and the effectiveness thereof shall be conditioned upon the occurrence of the Closing); and provided, further, that Seller shall not have been entered into during be required to provide any such sixty assistance which would interfere unreasonably and materially with the business or operations of Seller and its Affiliates. Seller will use its commercially reasonable efforts to provide Purchaser and its financing sources as promptly as practicable (60but in no event later than the time periods, if any, specified in paragraphs (f), (h) days’ period, thereafter, such debt financing shall again be subject and (l) of Exhibit D to the requirements Debt Financing Agreement) the audited, unaudited and pro forma and other financial information or data referenced in paragraphs (f), (h) and (l) of Exhibit D and prepared in accordance with the standards set forth in Section 3.4(bparagraphs (f), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing (other than debt financing obtained through the issuance of debt instruments in the public market, in which case the procedures set out in Sections 3.4(dh) and 3.4(e(l) shall have been complied with) unless of Exhibit D, the procedures set out in Sections 3.4(bprovision of which is a condition to the Debt Financing Agreement pursuant to paragraphs (f), (h) and 3.4(c(l) have again been fully complied with. (d) If any Group Company intends to obtain any debt financing through the issuance of debt instruments in the public market, the Company Exhibit D. Purchaser shall first deliver to the Investor a written notice (a “Public Debt Financing Notice”) which shall state the applicable Group Company’s intention to obtain such public debt financing and the amount of such proposed public debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Public Debt Financing Notice (the “Public Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company (the “ROFO”) in such amount as specified in the Public Debt Financing Notice by delivery of a written notice to the applicable Group Company (the “ROFO Exercise Notice”), setting forth all material terms of such proposed debt financing (the “ROFO Terms”). The ROFO Exercise Notice shall be irrevocable and shall constitute a binding agreement by the Investor to provide debt financing at the ROFO Terms. The failure of the Investor to give a ROFO Exercise Notice within the Public Debt Financing Offer Period shall be deemed to be a waiver by the Investor of its ROFO; provided that the Investor may waive its ROFO prior to the expiration of the Public Debt Financing Offer Period by giving written notice to the Company. (e) The applicable Group Company may, at its sole discretion, elect to accept the ROFO Terms within ten (10) Business Days after delivery of the ROFO Exercise Notice. Ifpromptly, upon the expiration of such ten (10) Business Days’ periodrequest by Seller, the applicable Group Company has not elected to accept the ROFO Terms, the applicable Group Company shall have ninety (90) days thereafter to conclude the public debt financing on terms and conditions that are, in the aggregate, not materially less favorable to the Company than the ROFO Terms. If the public debt offering fails to be concluded during such ninety (90) days’ period, such public debt offering shall again be subject to the requirements set forth in Section 3.4(d), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing through the issuance of debt instruments on the public market unless the procedures set out in Sections 3.4(d) and 3.4(e) have again been fully complied with. (f) The requirements of this Section 3.4 shall not apply to any CB Repayment Loan. For purposes hereof, “CB Repayment Loan” means a loan that satisfies each of the following requirements: (i) the annual interest of such loan does not exceed 8% (compounded annually); (ii) the aggregate principal amount of such loan does not exceed the then aggregate outstanding amount (including principal and any accrued but unpaid interest) under the Convertible Note; (iii) the maturity date of such loan is no later than two (2) years following initial utilization; (iv) reimburse Seller for all of the net proceeds received reasonable out-of-pocket third party costs incurred by the Company from such loan will be promptly applied towards the repayment of the outstanding amount under the Convertible Note; and (v) the definitive documents for such loan (as may be amended, modified and varied from time to time) shall provide that the Investor and Seller or any of its Affiliates shall have the right (but not the obligation) to, (x) following any amount having become past due thereunder, repay the entire then-outstanding amount under the loan in full, and (y) following any other default thereunder, cure connection with such default (in each case of (x) and (y), on behalf of the Company) (the “Step-in Right”), and that, unless the lender of such loan has notified the Investor in writing that the Step-in Right has become exercisable and the Investor and its Affiliates have not validly exercised the Step-in Right within thirty (30) days after receipt of such notice, the lender may not: (A) take possession or cause the disposal of any Company Securities or any of the Group Companies’ assets, (B) exercise any right with respect to the operations, management, financials, personnel or any other material aspect of any Group Company, (C) seek or initiate any litigation, arbitration, bankruptcy proceeding, injection, asset preservation or other interim measure, or any other legal proceedings, against any Group Company, or (D) transfer or assign such loan or any rights therein, or permit any Person other than the Investor to repay any amount of such loan on behalf of any Group Company or cure any other default thereunder. Prior to entering into any CB Repayment Loan, the Company shall notify the Investor in writing of the proposed key terms and conditions of the CB Repayment Loan (including those with respect to the requirements set forth above) reasonably in advance and shall provide the Investor with drafts of the definitive documents for the CB Repayment Loan for review and comments (which comments the Company will reasonably consider). The Company shall keep the Investor promptly informed of any event or circumstance that has resulted in, or is reasonably expected to result in, the Step-in Right becoming exercisable, and may not amend, modify, vary or waive any provision of the CB Repayment Loan if such amendment, modification, variation or waiver would result in such loan ceasing to qualify as a CB Repayment Loan as provided hereincooperation.