Common use of Financing Clause in Contracts

Financing. (a) The Debt Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of the Financing on the terms and conditions described in the Financing Commitments, including to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified.

Financing. (a) The Debt Purchaser shall use its commercially reasonable best efforts (taking into account the expected timing of the Marketing Period) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to obtain the proceeds of consummate the Financing on the terms and conditions described in the Financing Commitments, including to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) Commitment Letters to the extent not previously entered intonecessary to consummate the Contemplated Transactions, including using commercially reasonable efforts to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions described contained therein or on other terms not materially less favorable, taken as a whole, with respect to the applicable Purchaser Entity as to conditionality than the terms provided in or contemplated the Commitment Letters and (ii) to satisfy on a timely basis all conditions, and otherwise comply with all terms, applicable to the applicable Purchaser Entity in the Commitment Letters that are within its control (or, if deemed advisable by Purchaser, seek the waiver of conditions applicable to the applicable Purchaser Entity contained in such Commitment Letters). In the event any portion of the Financing Commitments and (D) necessary to consummate the Financing at or prior Contemplated Transactions becomes unavailable on the terms and conditions contemplated in the Commitment Letters, Purchaser shall promptly notify Seller and shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources on terms and conditions not materially less favorable to the Closing (including by seeking to enforce its rights under applicable Purchaser Entity as those contained in the Roll-Over Commitments against Debt Commitment Letters as promptly as practicable following the lenders and other persons providing the Roll-Over Commitments)occurrence of such event. The Debt Purchaser shall not deliver to Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Purchaser with any portion of the Financing and promptly provide Seller with such information it may reasonably request regarding any alternative financing arrangements or plans. Purchaser shall give Seller prompt notice of any material breach by any party to the Commitment Letters of which Purchaser has become aware or any termination of the Commitment Letters. Upon request from Seller, Purchaser shall keep Seller informed on a reasonably current basis of material developments relating to the Financing. Purchaser may agree to or permit any amendment, replacement, supplement or other modification ofto be made to, or waive any waiver of any provision or remedy under, the Commitment Letters or the definitive agreements relating to the Financing and may obtain financing in substitution of all or a portion of the Financing so long as (x) Purchaser promptly provides Seller with such information as it may reasonably request in connection with any alternative financing arrangements or plans and (y) such amendment, supplement, modification or waiver (i) does not reduce the aggregate amount of the Financing below an amount, together with any available cash of Purchaser or the Genesis Companies, required to pay the Required Payment Amount (including by increasing the amount of fees to be paid or original issue discount as compared to such fees and original issue discount contemplated by the Debt Commitment Letter and related fee letters in effect on the date hereof unless the Debt Financing or the Equity Financing is increased by such amount and/or cash is otherwise available to fund such amount); (ii) does not (A) impose new or additional conditions precedent to the Financing, or (B) otherwise adversely expand, amend or modify any of its rights under, any Financing Commitment or any definitive agreements related the conditions precedent to the Financing, in each case, without the Company’s prior written consent case of clauses (which consent shall not be unreasonably withheld or delayedA) and (B), provided in a manner that any such amendment, replacement, supplement or other modification would reasonably be expected to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede prevent or materially delay the consummation ability of Purchaser to consummate the Closing; or (iii) would not materially adversely impact the ability of Purchaser to enforce its rights against other parties to the Commitment Letters or otherwise to timely consummate the Contemplated Transactions. For purposes of this Agreement, references to “Financing” or “Debt Financing,” as applicable, shall include the financing contemplated by the Commitment Letters as permitted to be amended, modified, waived or replaced by this Section 5.11(a), and references to “Debt Commitment Letters” shall include such documents as permitted to be amended, modified, waived or replaced by this Section 5.11(a). Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.11 shall require, and in no event shall the commercially reasonable efforts of Purchaser be deemed or construed to require, Purchaser or any Affiliate thereof to (i) seek the Equity Financing from any source other than those counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter, or (ii) pay any fees materially in excess of those contemplated by the Equity Commitment Letter or the Debt Commitment Letters. (b) Prior to the Closing, or as expressly provided in clause (iv) below, after the Closing, Seller shall use commercially reasonable efforts to, and shall cause Seller’s and the Company’s respective Representatives to, provide to Purchaser (which for all purposes of clauses (i) – (xi) of this Section 5.11(b) shall also be deemed to include each applicable Purchaser Entity) such cooperation as is reasonably requested by Purchaser and the Debt Financing Sources, other than as expressly provided in clause (iv) below, in connection with the Debt Financing (in each case at Purchaser’s sole cost and expense and provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller and its Subsidiaries), including: (i) assisting in preparation for and participation in marketing efforts (including a reasonable number of lender meetings and calls), and participating in a reasonable number of meetings, drafting sessions, rating agency presentations, road shows and due diligence sessions (including accounting due diligence sessions) and sessions with existing and prospective lenders, investors and ratings agencies and assisting Purchaser in obtaining ratings as contemplated by the Debt Financing; (ii) assisting Purchaser and the Debt Financing Sources in the preparation of (A) a bank information memorandum, lender presentations and similar marketing documents for any of the RollDebt Financing, including the execution and delivery of customary representation letters in connection with bank information memoranda and reviewing and commenting on Purchaser’s draft of a business description and “Management’s Discussion and Analysis” of the Company’s financial statements to be included in marketing materials contemplated by the Debt Financing; and (B) materials for rating agency presentations; (iii) as promptly as reasonably practicable (A) furnishing Purchaser and the Debt Financing Sources and their respective Representatives with (x) the Required Financial Information and (y) such pertinent and customary (as compared to other transactions of this size and nature) information, to the extent reasonably available to Seller, the Company or any of their respective Subsidiaries, regarding the Company and its Subsidiaries as may be reasonably requested by Purchaser in order to consummate the Debt Financing and (B) informing Purchaser if Seller, the Company or their Subsidiaries shall have knowledge of any facts that would likely require the restatement of such financial statements for such financial statements to comply with GAAP; (iv) both before the Closing and, to the extent reasonably necessary to allow Purchaser or any of its Affiliates to comply with SEC requirements or consummate a securities offering after the Closing, Seller shall provide Purchaser and its representatives access to the books and records of the Genesis Companies and provide appropriate representations in connection with the preparation of financial statements and other financial data of the Company and Seller shall request accountants’ consents in connection with the use of the Company’s financial statements in offering documents, prospectuses, Current Reports on Form 8-Over K and other documents to be filed with the SEC; (v) using commercially reasonable efforts to assist Purchaser in connection with the preparation of pro forma financial information and financial statements to the extent reasonably required by the Debt Financing Sources to be included in any marketing documents related to the Financing; provided, that neither Seller nor any of its Subsidiaries or Representatives shall be responsible in any manner for information relating to the transactions proposed debt and equity capitalization that is required for such pro forma financial information; (vi) using commercially reasonable efforts to provide (x) monthly financial reports consistent with past practice, (y) within forty-five (45) days of the end of each of the first three fiscal quarters of the fiscal year, unaudited consolidated quarterly financial statements of the Company which have been “reviewed” by auditors in accordance with Statements on Auditing Standards 100, and (z) within ninety (90) days of the end of each fiscal year, audited consolidated financial statements of the Company for such fiscal year; (vii) executing and delivering as of (but not before) the Closing any pledge and security documents, other definitive financing documents, or other certificates, customary (e.g., local counsel) legal opinions or documents as may be reasonably requested by Purchaser and otherwise facilitating the pledging of collateral (including cooperation in connection with the pay-off of existing Indebtedness to the extent contemplated by this Agreement and the release of related Financing Liens and termination of security interest, including obtaining customary and otherwise mutually acceptable pay-off letters, liens releases and instruments of discharge or releases to be delivered at the TDC Agreement; Closing); (viii) assisting Purchaser to obtain waivers, consents, estoppels and provided that approvals from other parties to material licenses, leases, encumbrances and Contracts relating to the Company and to arrange discussions among Purchaser, the providers of the Debt Purchaser may replace Financing and amend the Roll-Over Commitments solely for the purpose of adding lenderstheir respective Representatives with other parties to material licenses, lead arrangersleases, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments encumbrances and Contracts as of the date Closing; (ix) taking all reasonable actions necessary to (A) permit the Debt Financing Sources to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of this Agreement so long establishing collateral arrangements as such addition does not preventof the Closing and to assist with other collateral audits and due diligence examinations and (B) establish bank and other accounts and blocked account agreements and lock box arrangements to the extent necessary in connection with the Debt Financing; (x) taking all corporate actions, materially impede subject to the occurrence of the Closing, reasonably requested by Purchaser and within the reasonable control of the Genesis Companies that are necessary or materially delay customary to permit the consummation of the RollDebt Financing, and to permit any proceeds thereof to be made available on the Closing Date to consummate the Contemplated Transactions; and (xi) providing all documentation and other information about the Company and its Subsidiaries, as reasonably requested by the Debt Financing Sources or Purchaser in connection with “know your customer” and anti-Over money laundering rules and regulations including the USA PATRIOT Act; provided, that: notwithstanding anything to the contrary contained in this Agreement, (X) neither Seller nor any of its Affiliates shall be required to (a) pay any commitment or other similar fee prior to the transactions contemplated by this Agreement Closing, (b) incur any Liability of any kind (or cause their respective Representatives to incur any Liability of any kind) in connection with the TDC Agreement. Upon any such amendment, replacement, supplement or modification Financing (in the case of the Genesis Companies, prior to the Closing), (c) enter into any agreement or commitment in connection with the Debt Financing Commitments that is not conditioned on the occurrence of the Closing and does not terminate without liability to the Company and its Subsidiaries upon failure of the Closing to occur in accordance with this Section 5.10Agreement, or (d) take any action that would (1) cause any representation or warranty in this Agreement to be breached, (2) cause any director, manager, agent, officer or employee of Seller, the term “Financing Commitments” Company, any of its Subsidiaries or any of their respective Affiliates or Representatives to incur any personal liability or (3) require Seller, the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives to provide access to or disclose information that any of them determines would jeopardize any attorney-client privilege and (Y) no director or officer of Seller or any Subsidiary of Seller shall mean be required to execute any agreement, certificate, document or instrument with respect to the Financing Commitments that would be effective prior to the Closing. Purchaser shall promptly, upon request by Seller, reimburse Seller for all documented out-of-pocket costs or expenses incurred by Seller, any of its Affiliates, Subsidiaries and their respective Representatives in complying with their respective covenants pursuant to Section 5.11(d), Section 5.11(e) and this Section 5.11(b). Further, Purchaser shall indemnify and hold harmless Seller, its Subsidiaries and its and their respective directors, officers and other Representatives from and against any and all Liabilities, losses, damages, claims, costs, expenses interest, awards, judgments and penalties suffered or incurred by any of them in connection with the Financing or any alternative financing and any information utilized in connection therewith (other than any information provided in writing by or on behalf of Seller or any of its Subsidiaries specifically for use in connection with the Financing), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or material breach of this Agreement by, Seller or any of its Subsidiaries or their respective Affiliates and Representatives. The foregoing indemnification obligation shall survive Closing and any termination of this Agreement. (c) Seller hereby consents to the use of the logos of the Company solely in connection with the Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Seller or Seller’s reputation or goodwill and will comply with Seller’s usage requirements to the extent made available to Purchaser prior to the date on which the Marketing Period commences. (d) Seller shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to periodically update any Required Financial Information provided to Purchaser and each applicable Purchaser Entity as may be necessary so amendedthat such Required Financial Information is (i) Compliant, replaced(ii) meets the applicable requirements set forth in the definition of “Required Financial Information” and (iii) would not, supplemented after giving effect to such update(s), result in the Marketing Period to cease to be deemed to have commenced. For the avoidance of doubt, Purchaser and each applicable Purchaser Entity may, to most effectively consummate the Financing, require the cooperation of Seller and its Subsidiaries under this Section 5.11 at any time, and from time to time and on multiple occasions, between the date hereof and the Closing (upon reasonable advance notice and, for meetings and discussions, at mutually convenient times); provided, that, for the avoidance of doubt, the Marketing Period shall not be applicable as to each attempt to access the markets. Seller shall timely file documents and other materials with SEDAR in accordance with applicable Law, to the extent such documents and other materials relate to the Company (Seller shall be deemed to have “timely” filed any such documents or modified.other materials if the Company makes such filing on or prior to the fifth (5th) Business Day following the date such filing would otherwise have been due under applicable Law). If, in connection with any reasonable marketing effort contemplated by the Debt Commitment Letters, Purchaser reasonably determines to include in a customary marketing document information about the Company, which information would also com

Financing. (a) The Debt Subject to the terms and conditions of this Agreement (including Section 5.18(d) hereof), Purchaser shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper and advisable to consummate and obtain the proceeds of the Financing on the terms and conditions (including the flex provisions) described in the Financing CommitmentsLetters and any related Fee Letter, including using reasonable best efforts to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable seek to the Debt Purchaser to obtaining the Financing that is within its control enforce (including by consummating the Equity Financing at or prior to the Closing), (Cthrough litigation) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against Financing Letters in the lenders and other persons providing event of a material breach by the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendmentcounterparties thereto, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each caseand, without the Company’s prior written consent of Clorox Parent (which consent shall not be unreasonably withheld or delayed), provided that shall not permit any material amendment or modification to be made to, or consent to any waiver of any provision or remedy under, the Financing Letters or any related Fee Letter, if such amendment, replacement, supplement modification or other modification to the Roll-Over Commitments waiver (i) does not involve any conditions reduces the aggregate amount of the Financing (including by changing the amount of fees to funding be paid or original issue discount) from that contemplated in the Roll-Over that are not contained inFinancing Letters, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not preventimposes new or additional conditions or other terms or otherwise expands, materially impede amends or materially delay the consummation modifies any of the Roll-Over conditions to the receipt of the Financing or other terms in a manner that would reasonably be expected to (x) delay or prevent the Closing Date, (y) make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, or (z) adversely impact the ability of Purchaser to enforce its rights against the other parties to the Financing Letters or Fee Letter. For purposes of clarification, the foregoing shall not prohibit Purchaser from amending the Debt Commitment Letter and any related Fee Letter to (i) add or replace lender(s) (and Affiliates of such additional lender(s)) as a party thereto or (ii) make such other changes that would not, taken as a whole, adversely impact the ability of Purchaser to consummate the transactions contemplated by hereby. Any reference in this Agreement or to (A) “Financing” shall include the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions financing contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments Letters as amended or modified in accordance compliance with this Section 5.10, the term 5.18 and (B) “Financing CommitmentsLetters” or “Debt Commitment Letter” shall mean include such documents as amended or modified in compliance with this Section 5.18(a). Purchaser’s obligations under this Section 5.18 shall include Purchaser’s reasonable best efforts to consummate a senior notes offering using the Financing Commitments items listed in Section 5.19(a)(iv)(A)(I), Section 5.19(a)(iv)(A)(II), and Section 5.19(a)(iv)(B) (as so amended, replaced, supplemented or modifiedit applies to (Section 5.19(a)(iv)(A)(I) and Section 5.19(a)(iv)(A)(II)).

Financing. (a) The Buyer shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or replace, (i) Equity Financing Commitment (the “Equity Financing”), or (ii) the Debt Purchaser Financing Commitments if, in the case of the Debt Financing Commitments, such amendment, modification, waiver or replacement (x) reduces the aggregate amount of the financing contemplated by the Debt Financing Commitments (the “Debt Financing” and together with the Equity Financing, the “Financing”) to an amount committed below the amount that is required, together with other financial resources of the Buyer, including amounts available under the Equity Financing Commitment, cash, cash equivalents and marketable securities of the Buyer on the Closing Date, to finance the Purchase Price on the terms set forth herein or (y) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to (A) materially delay or prevent the Closing or (B) materially delay, prevent or otherwise make materially less likely to occur the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) and shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing CommitmentsCommitments (provided, however, that the Buyer may amend or replace the Debt Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed a Debt Financing Commitment as of the date hereof), including using commercially reasonable efforts to (Ai) maintain in effect the Debt Financing Commitments, (Bii) satisfy on a timely basis all conditions applicable to the Debt Purchaser Buyer to obtaining the Financing that is within its control (including by consummating the Equity Debt Financing at or prior to the Closing)Closing set forth therein, (Ciii) to the extent not previously entered into, enter into definitive agreements with respect thereto on the terms and conditions described in or (including the flex provisions) contemplated by the Debt Financing Commitments (and provide copies thereof to the Seller upon reasonable request) and (Div) consummate the Debt Financing in accordance with the terms and conditions of the Debt Financing Commitments at or prior to the Closing Closing. (b) In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments (including the flex provisions), the Buyer shall promptly notify the Seller and shall use commercially reasonable efforts to arrange to obtain alternative debt financing from alternative debt sources on terms and conditions no less favorable to the Buyer (in the reasonable judgment of the Buyer) and in an amount sufficient to consummate the transactions contemplated hereby promptly following the occurrence of such event (the “Alternative Financing”). The Buyer shall promptly deliver to the Seller true, complete and correct copies of all agreements pursuant to which any such alternative source shall have committed to provide the Buyer with the Alternative Financing. For purposes of this Section 5.21, references to “Debt Financing” shall include the financing contemplated by seeking the Debt Financing Commitments as permitted by this Section 5.21 to be amended, modified or replaced and references to “Debt Financing Commitments” shall include such documents as permitted by this Section 5.21 to be amended, modified or replaced, in each case from and after such amendment, modification or replacement. (c) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 5.21 or elsewhere in this Agreement shall require, and in no event shall the “commercially reasonable efforts” of the Buyer be deemed or construed to require, the Buyer to (i) bring any litigation or any other enforcement action against the Debt Financing Sources in order to enforce its rights under the RollDebt Financing Commitments or otherwise, (ii) seek the Equity Financing from any source other than those counterparty to, or in any amount in excess of that contemplated by, the Equity Financing Commitment, (iii) seek or accept Debt Financing on terms less favorable in any material respect than the terms and conditions described in the Debt Financing Commitments (including the flex provisions) as determined in the reasonable judgment of the Buyer or (iv) pay any fees materially in excess of those contemplated by the Debt Financing Commitments (whether to secure a waiver of any conditions contained therein or otherwise). (d) In order to assist with the Debt Financing and at the Buyer’s expense, the Seller shall promptly provide its, and shall use reasonable best efforts to cause its Representatives to promptly provide their, reasonable best efforts assistance and cooperation as the Buyer and its Affiliates may reasonably request, including, but not limited to, (i) participating in presentations and meetings (including customary one-Over Commitments against on-one meetings between senior management and representatives of the Seller and the Debt Financing Sources, prospective lenders in respect of the Debt Financing and rating agencies) and cooperating with the marketing efforts of the Buyer and the Debt Financing Sources, (ii) assisting with the preparation of materials for rating agency presentations, bank information memoranda, business projections, lender presentations and similar documents prepared in connection with the Debt Financing, including execution and delivery of customary representation letters in connection with bank information memoranda, (iii) furnishing the Buyer and the Debt Financing Sources with financial, due diligence material and other persons pertinent information regarding the Seller as may be reasonably requested by the Buyer, (iv) executing and delivering, as of the Closing Date, any definitive financing documents, including any credit agreements, guarantees, pledge agreements, security agreements, mortgages, deeds of trust and other security documents or other certificates, documents and instruments relating to guarantees, the pledge of the collateral securing the Debt Financing and other matters ancillary to the Debt Financing as may be reasonably requested by the Buyer in connection with the Debt Financing and otherwise reasonably facilitating the pledging of, and granting and perfecting of Encumbrances in, the collateral securing the Debt Financing (including cooperation in connection with the payoff of the Indebtedness of the Seller required by this Agreement and the termination of related Encumbrances), (v) furnishing, within the time period specified in the Debt Financing Commitments, all documentation and other information required by regulators and authorities under applicable “know your customer” and anti-money laundering and regulations, including the PATRIOT Act and (vi) taking all corporate or other actions, and providing such other assistance, necessary or reasonably requested by the Roll-Over Commitments)Buyer to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Buyer on the Closing Date. The Debt Purchaser shall not agree Seller hereby consents to or permit any amendment, replacement, supplement or other modification of, or waive any the use of its rights underlogos in connection with the Debt Financing. For purposes of this Section 5.21(d), references to “Debt Financing” shall include any Alternative Financing. (e) The Buyer shall (i) if the Closing does not occur, indemnify and hold harmless the Seller from and against any and all liabilities and expenses suffered or incurred by the Seller in connection with the arrangement of the Debt Financing Commitment or contemplated by the Debt Financing Commitments and the performance of its obligations under this Section 5.21 and any definitive agreements information utilized in connection therewith (other than information related to the Financing, Seller or its Subsidiaries provided by or on behalf of the Seller or its Subsidiaries in each case, without writing specifically for use in connection with the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (iDebt Financing offering documents) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation promptly upon request of the Roll-Over or Seller reimburse the transactions contemplated Seller for all reasonable costs and expenses incurred by the Seller (including those of its Representatives) in connection with the cooperation required by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified5.21.

Financing. (a) The Debt Purchaser (i) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of the Financing on the terms and conditions (including the flex provisions) described in the Financing CommitmentsLetters pursuant to the terms thereof and satisfy the conditions to the Financing as described in the Financing Letters (including, including without limitation, the repayment of any indebtedness to the extent such repayment is a condition to the Debt Financing) and shall not permit any termination, amendment or modification to be made to, or any waiver of any provision under, or any replacement of, the Financing Letters if such termination, amendment, modification, waiver or replacement (A) maintain in reduces (or could have the effect of reducing) the aggregate amount of the Financing Commitments(including by increasing the amount of fees to be paid or original issue discount unless (x) the Debt Financing or the Equity Financing is increased by a corresponding amount or the Debt Financing is otherwise made available to fund such fees or original issue discount and (y) after giving effect to any of the transactions referred to in clause (x) above, the representation and warranty set forth in Section 3.7 shall be true and correct)or (B) satisfy on a timely basis all imposes new or additional conditions applicable or otherwise expands, amends or modifies any of the conditions to the Debt Purchaser to obtaining receipt of Financing, or otherwise expands, amends or modifies any other provision of the Financing Letters, in a manner that is within its control would reasonably be expected to (including by consummating x) delay or prevent or make less likely the Equity funding of the Financing at (or prior satisfaction of the conditions to the Closing)Financing) on the Closing Date or (y) adversely impact the ability of Parent, (C) Merger Sub or the Company, as applicable, to enforce its rights against other parties to the extent not previously entered into, enter into Financing Letters or the definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), thereto; provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, Parent and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that Merger Sub may amend the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding Commitment Letter to add lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had not executed the Roll-Over Commitments Debt Commitment Letter as of the date hereof. Parent shall promptly deliver to the Company copies of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such termination, amendment, modification, waiver or replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified.

Financing. (a) The Debt Purchaser Merger Partner shall, and shall cause the other members of the Merger Partner Group to, and Spinco shall, and shall cause other members of the Spinco Group to, in each case, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds Financing as promptly as reasonably practicable after the date hereof on the same terms and conditions (including market flex) contained in the Commitment Letter. Merger Partner shall, and shall cause the other members of the Financing Merger Partner Group to, and Spinco shall, and shall cause other members of the Spinco Group to, in each case, use reasonable best efforts (including, where practicable, on a joint basis or otherwise mutually agreed upon basis) to (i) comply with and maintain in full force and effect the Commitment Letter in accordance with the terms thereof and negotiate and execute definitive agreements with respect thereto, on the terms and conditions described (including market flex) contained in the Commitment Letter (or on such other terms acceptable to Merger Partner, Remainco and Spinco and the applicable Financing Commitments, including to Sources so long as such other terms would not (A) maintain in effect delay or prevent the Financing CommitmentsClosing, (B) satisfy on a timely basis all expand the conditions applicable or other contingencies to the Debt Purchaser to obtaining funding, from those set forth in the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing)Commitment Letter, (C) reduce the committed amount, (D) adversely impact or delay in any respect the likelihood of the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) or (E) adversely impact the ability of Merger Partner or Spinco, as applicable, to enforce its rights against the other parties to the extent not previously entered into, enter into Commitment Letter or the definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without in accordance with their terms) (such definitive agreements, the Company’s “Financing Agreements”)) or the ability of Merger Partner or Spinco, as applicable, to timely consummate the Contemplated Transactions and shall deliver to Merger Partner and Remainco, as applicable, copies of any and all drafts and proposed final versions of all documents prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and execution thereof as promptly as reasonably practicable; (ii) does not prevent, materially impede satisfy or materially delay cause the consummation satisfaction of all conditions in the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; Commitment Letter and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10Agreements that are within its control or, if necessary or deemed advisable by ▇▇▇▇▇▇ Partner, Remainco and Spinco, seek the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified.waiver of

Financing. (a) The Purchaser shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or replace, the Debt Financing Commitment if such amendment, modification, waiver or replacement (i) (A) reduces the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing, in each case in a manner that would reasonably be expected to (1) delay or prevent the Closing, (2) delay or impair the availability of the Debt Financing at Closing or impede the satisfaction of the conditions to obtaining the Debt Financing at Closing, or (3) otherwise adversely impact the ability of Purchaser to enforce its rights against other parties to the Debt Financing Commitment or the definitive agreements with respect thereto (collectively, the “Restricted Financing Commitment Amendments”) (provided that, subject to the limitations set forth in this Section 6.11, Purchaser may amend the Debt Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitment as of the date hereof, but only if the addition of such additional parties, individually or in the aggregate, would not result in the occurrence of a Restricted Financing Commitment Amendment), or (ii) results in the early termination of the Debt Financing Commitment, and shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to obtain arrange and consummate the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing CommitmentsCommitment and to cause the conditions described in clause (y) of the final proviso to the definition of “Marketing Period” set forth in Section 1.01 to be satisfied as promptly as practicable, including using its reasonable best efforts to (A) maintain in effect the Debt Financing CommitmentsCommitment (including by complying with so-called “flex” provisions) until the funding of the Debt Financing at or prior to Closing, (B) satisfy on a timely basis (or obtain a waiver of) all conditions and covenants applicable to the Debt Purchaser to obtaining the Debt Financing that is within its control at Closing as set forth therein, (C) negotiate, execute and deliver definitive agreements with respect to such Debt Financing on the terms and conditions (including the “flex” provisions) contemplated by consummating the Equity Debt Financing Commitment (and provide copies thereof to Seller), (D) fully pay any and all commitment fees or other fees required by the Debt Financing Commitment and (E) upon satisfaction of the conditions set forth in the Debt Financing Commitment, consummate the Debt Financing at or prior to Closing. In the Closing)event any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Debt Financing Commitment, Purchaser shall promptly notify Seller and shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to obtain alternative financing from alternative sources (Cx) with conditions to the extent funding of the Debt Financing not previously entered intomaterially less favorable to the interests of Seller than those included in the Debt Financing Commitment and (y) in an amount sufficient to consummate the transactions contemplated hereby, enter into including the payment of the Estimated Cash Consideration, the amounts to be paid pursuant to Section 3.05 (if any) and all related fees and expenses promptly following the occurrence of such event, and in any event prior to or on the Closing Date. Purchaser shall promptly deliver to Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Seller with any portion of the Debt Financing. Purchaser shall keep Seller reasonably informed and in reasonable detail with respect to all material developments concerning the Debt Financing. Without limiting the generality of the foregoing, Purchaser shall promptly (and, in any event, within one (1) Business Day) notify Seller in writing (1) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both could reasonably be expected to give rise to any breach or default) by any party to the Debt Financing Commitment or the definitive agreements with respect thereto on terms and conditions described in thereto, (2) of the receipt by Purchaser or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights underAffiliates or their respective employees, agents or representatives of any notice or other communication from any Person with respect to any (A) actual or potential breach, default, termination or repudiation by any party to the Debt Financing Commitment or any definitive agreement related thereto or any provision of the Debt Financing contemplated pursuant to the Debt Financing Commitment or any definitive agreement related thereto (including any proposal by any lender named in the Debt Financing Commitment or any definitive agreement related thereto to withdraw, terminate or make a material change in the terms of (including the amount of financing contemplated by) the Debt Financing Commitment) or (B) material dispute or disagreement between or among any parties to the Debt Financing Commitment or any definitive agreement related thereto and (3) if for any reason Purchaser believes in good faith that there is a material possibility that it will not be able to obtain all or any portion of the financing contemplated in the Debt Financing Commitment on the terms, in the manner or from the sources contemplated by the Debt Financing Commitment or the definitive agreements related thereto. References in this Agreement to “Debt Financing” shall include the Financingfinancing contemplated by the Debt Financing Commitment as permitted by this Section 6.11 to be amended, modified or replaced (including, replacement with alternative financing and alternative financing commitments pursuant to this Section 6.11) and references to “Debt Financing Commitment” shall include such documents as permitted by this Section 6.11 to be amended, modified or replaced (including replacement with alternative financing commitments pursuant to this Section 6.11), in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any case from and after such amendment, modification or replacement, supplement or other modification . Prior to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over Debt Financing, Purchaser shall not, and shall not permit any of its Subsidiaries, to accept any offer for all or any substantial part of the capital stock of Purchaser or the transactions contemplated Business. (b) Prior to Closing, Seller and its Subsidiaries shall use their reasonable best efforts to provide to Purchaser, and shall use their reasonable best efforts to cause their respective employees, advisors and representatives to provide to Purchaser, all cooperation that is reasonably requested by Purchaser in connection with the Debt Financing, including: (i) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of Purchaser and its Financing Sources, in each case in connection with the Debt Financing, (ii) furnishing Purchaser and its Financing Sources with the Required Financial Information (it being understood that the failure to provide audited financial statements as of and for the year ended December 31, 2012 prior to March 30, 2013 shall not be deemed a breach of this Agreement Section 6.11(b)(ii)), (iii) assisting with the preparation of materials for rating agency presentations, bank information memoranda, and similar documents required in connection with the Debt Financing, (iv) assisting with the completion of the definitive financing documents and in taking such steps as may be necessary to perfect the liens and security interests to be granted as security for the Debt Financing in the assets of the Business; provided, that any such liens or security interests do not attach or otherwise become effective prior to the TDC Agreementoccurrence of the Closing, (v) executing and delivering, on behalf of the Company and the Company Subsidiaries, any necessary pledge and security documents and otherwise reasonably facilitating the granting of a security interest (and perfection thereof) in collateral, guarantees, mortgages, other definitive financing documents or other certificates or documents as may reasonably be requested by Purchaser; and provided that any obligations contained in all such agreements and documents shall be subject to the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as occurrence of the date of this Agreement so long as such addition does not preventClosing and effective no earlier than the Closing, materially impede or materially delay the consummation (vi) obtaining a certificate of the Roll-Over or Chief Financial Officer of the transactions contemplated Business with respect to solvency matters to the extent required by this Agreement or the TDC Agreement. Upon any such amendmentFinancing Sources, replacementcustomary authorization letters with respect to the bank information memoranda and (vii) using reasonable best efforts to obtain legal opinions, supplement or modification surveys and title insurance at the expense of and as reasonably requested by Purchaser on behalf of the Financing Commitments Sources; provided, however, that nothing herein shall require such cooperation either to support any financing other than a debt financing in accordance the form of a secured credit facility or to the extent it would interfere unreasonably with the Business or operations of Seller and its Subsidiaries; and provided, further, that Seller, its Affiliates and its and their respective officers, directors or employees shall not be required to authorize, execute, deliver or perform under any agreement with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing. Seller, on behalf of the Business, hereby consents to the use of the Business’s logos in connection with the Debt Financing contemplated by the Debt Financing Commitment; provided, that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Business, Seller or its Affiliates. Seller agrees that it shall consent to Purchaser’s publicly furnishing to the SEC, on Item 7.01 of Form 8-K, Required Financial Information (that is listed in clause (1) of the definition of “Required Financial Information”) solely to the extent necessary to permit syndication of the Term Loan B to lenders that would not participate in such syndication if they were to receive material non-public information. (c) If the Marketing Period ends before, but the Closing Date has not occurred by, February 28, 2013, then Seller shall prepare and deliver, by no later than February 28, 2013, the consolidated unaudited balance sheet and consolidated unaudited statements of operations, cash flows and shareholders’ equity of the Business as of and for the year ended December 31, 2012. If the Marketing Period ends before, but the Closing Date has not occurred by, March 30, 2013, then Seller shall prepare and deliver, by no later than March 30, 2013, the consolidated balance sheet and consolidated statements of operations, cash flows and shareholders’ equity of the Business as of and for the year ended December 31, 2012, accompanied by an unqualified report thereon of the independent accountants of the Business. (d) None of Seller, its Affiliates (other than the Company and the Company Subsidiaries after the Closing) and its and their employees, agents or representatives shall be required to take any action that would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the Debt Financing or their performance of their respective obligations under this Section 5.106.11 and any information utilized in connection therewith. Purchaser shall, without set-off, indemnify and hold harmless Seller, its Affiliates and its and their employees, agents and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the term “arrangement of the Debt Financing Commitments” and the performance of their respective obligations under this Section 6.11 or any information utilized in connection therewith except to the extent arising from the gross negligence or willful misconduct of the Seller or its Affiliates. Purchaser shall, without set-off, promptly upon request of Seller, advance or reimburse (as requested) Seller and its Affiliates for all out-of-pocket costs (including those of its and their accountants, consultants, legal counsel, agents and other representatives) to be incurred or that have been incurred by Seller and its Affiliates in connection with their performance of this Section 6.11 or otherwise to support or cooperate with the Debt Financing. (e) Prior to the Closing, Purchaser shall mean not (and shall not permit any of its Affiliates to) take any action, or enter into any transaction, or any agreement to effect any transaction that might reasonably be expected to (i) delay or impair the availability of the Debt Financing Commitments as so amendedat Closing or impede the satisfaction of the conditions to obtaining the Debt Financing at Closing, replaced, supplemented or modified(ii) otherwise materially and adversely impact the ability of Purchaser to enforce its rights against other parties to the Debt Financing Commitment or the definitive agreements with respect thereto.

Financing. (a) The Debt Purchaser Each of Parent and Sub shall use use, and cause its Affiliates to use, its reasonable best efforts (unless, with respect to any action, another standard for performance is expressly provided for herein) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to consummate and obtain the proceeds of the Financing on the terms and conditions described (including the flex provisions) set forth in the Financing CommitmentsAgreements and any related Fee Letter (taking into account the anticipated timing of the Marketing Period), including using reasonable best efforts to seek to enforce (including through litigation) its rights under the Debt Commitment Letter in the event of a material breach thereof by the Financing sources thereunder, and shall not permit any amendment or modification to be made to, or consent to any waiver of any provision or remedy under, the Financing Agreements or any related Fee Letter, if such amendment, modification or waiver (i) reduces the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount) from that contemplated in the Financing Agreements, (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing in a manner adverse to Parent or the Company, (iii) decreases the aggregate Equity Financing as set forth in the Equity Financing Commitment delivered on the date hereof, (iv) amends or modifies any other terms in a manner that would reasonably be expected to (x) delay or prevent the Offer Closing or the Merger Closing Date or (y) make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur or (v) adversely impact the ability of Parent or Sub to enforce its rights against the other parties to the Financing Agreements. For purposes of clarification, the foregoing shall not prohibit Parent from amending the Debt Commitment Letter and any related Fee Letter to add additional lender(s) (and Affiliates of such additional lender(s)) as a party thereto. Any reference in this Agreement to (A) maintain in effect ‘‘Financing” shall include the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or financing contemplated by the Financing Commitments and (D) consummate the Financing at Agreements as amended or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, modified in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance compliance with this Section 5.107.08(a), the term and (B) “Financing CommitmentsAgreements” or “Debt Commitment Letter” shall mean the Financing Commitments include such documents as so amended, replaced, supplemented amended or modified.modified in compliance with this Section 7.08(a). [...]

Financing. (a) The Debt Purchaser and Finance Merger Sub: (i) shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to obtain the proceeds of Debt Financing and the Equity Financing on the terms and conditions (including flex provisions) described in the Financing CommitmentsDebt Commitment Letter and the Fee Letter and the Equity Commitment Letters, respectively, to the extent necessary to consummate the Contemplated Transactions, including seeking to enforce the terms of the Equity Commitment Letters; provided, however, that in no event shall the Purchaser and Finance Merger Sub be required to initiate any Action to cause any Committed Lender to fund the Debt Financing; (ii) shall not permit any amendment or modification to be made to, or consent to any waiver of any provision or remedy under, the Debt Commitment Letter, the Fee Letter or any Definitive Debt Agreement, in each case, if such amendment, modification, consent or waiver (x) reduces the aggregate amount of the Debt Financing below an amount, together with any available cash of the Purchaser and Finance Merger Sub, required to pay the Required Payment Amount, (y) imposes any new or additional conditions to the Debt Financing or otherwise adversely expands, amends or modifies any other provision of the Debt Commitment Letter, the Fee Letter or such Definitive Debt Agreement (including, without limitation, the Debt Financing Conditions), in a manner that would reasonably be expected to prevent or materially delay the Closing, or (z) adversely impacts the ability of the Purchaser and Finance Merger Sub to enforce its rights prior to Closing against the Committed Lenders or any other party to the Debt Commitment Letter, the Fee Letter or any Definitive Debt Agreement to timely consummate the Contemplated Transactions; provided, that the Purchaser and Finance Merger Sub may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who have not executed the Debt Commitment Letter as of the date hereof; provided that the aggregate principal amount of the Debt Financing is not reduced as a result of such amendment unless, contemporaneously with such amendment, the Equity Commitment Letters are amended to increase the commitments thereunder in respect of the Equity Financing by an amount equal to such reduction in the committed Debt Financing; (iii) shall not permit any amendment or modification to be made to, or consent to any waiver of any provision or remedy under, the Equity Commitment Letters; (iv) shall not permit, or consent to, any assignment of rights or obligations under the Debt Commitment Letter other than as explicitly permitted pursuant to the proviso to clause (ii) above; and (v) shall not permit, or consent to, any assignment of rights or obligations under the Equity Commitment Letters; provided, that any Sponsor may allocate all or a portion of its obligations to fund the Commitment Amount (as defined in the applicable Equity Commitment Letter) to an Affiliate (as defined in the applicable Equity Commitment Letter) or to an entity sponsored, co-sponsored, managed by or advised by an Affiliate (as defined in the applicable Equity Commitment Letter) of such Sponsor, but without such allocation relieving or otherwise diminishing the obligation of such Sponsor to fund the Commitment Amount in full; and provided, further, that any such allocation shall not relieve such Sponsor of its obligations under the applicable Equity Commitment Letter to fund such Sponsor’s entire Commitment Amount (as defined in the applicable Equity Commitment Letter) except to the extent the entire Commitment Amount (prior to giving effect to such allocation and without giving effect to any amount funded under any other Equity Commitment Letter) is funded to the Purchaser in accordance with the terms of such Equity Commitment Letter. The Purchaser shall promptly deliver to the Company copies of any such amendment, modification, consent or waiver. For purposes of this Agreement, references to “Financing” or “Debt Financing,” as applicable, shall include the financing contemplated by the Commitment Letters as permitted to be amended, modified or waived by this Section 7.07(a), and references to “Debt Commitment Letter” shall include such documents to the extent amended, modified or waived as permitted by this Section 7.07(a). (b) Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 7.07 shall require, and in no event shall the reasonable best efforts of the Purchaser be deemed or construed to require, the Purchaser or any Affiliate thereof to (Ai) seek the Equity Financing from any source other than those counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter, or (ii) pay any fees materially in excess of those contemplated by the Debt Commitment Letter or the related fee letter in respect thereof (after giving effect to any “flex” terms with respect thereto). (c) Without limiting the generality of Section 7.07(a), the Purchaser shall: (i) maintain in effect each of the Commitment Letters and each Definitive Debt Agreement in accordance with the terms and subject to the conditions thereof until the Closing Date and the consummation of the transactions contemplated hereby to occur on the Closing Date; (ii) negotiate and enter into definitive agreements with respect to the Debt Financing Commitments(collectively, the “Definitive Debt Agreements”) on the terms and conditions (Bincluding the flex provisions) contained in the Debt Commitment Letter and the Fee Letter or on other terms not materially less favorable, taken as a whole, with respect to the Purchaser and Finance Merger Sub as to conditionality than the terms provided in the Debt Commitment Letter; and (iii) satisfy on a timely basis all of the Debt Financing Conditions and any other conditions within Purchaser’s control to the funding of the Financing in the Commitment Letters and the Definitive Debt Agreements on or prior to the Closing Date or, if deemed advisable by the Purchaser, seek the waiver of conditions applicable to the Purchaser and Finance Merger Sub in the Debt Commitment Letter (other than any condition where the failure to be so satisfied is a direct result of Trilogy’s failure to furnish information required to be delivered by such Trilogy Party under Section 7.07(d)). The Purchaser and Finance Merger Sub shall give the Sellers and the Trilogy Parties prompt notice of (A) any breach, default, termination or repudiation by any party to obtaining any of the Commitment Letters of which the Purchaser or Finance Merger Sub becomes aware and (B) the receipt by the Purchaser or Finance Merger Sub of any written notice or other written communication from any Debt Financing Source with respect to any breach, default, termination or repudiation by any party to any Commitment Letters of any provisions of the Commitment Letters. (d) If any portion of the Debt Financing necessary to consummate the Contemplated Transactions becomes unavailable, the Purchaser and Finance Merger Sub shall (i) promptly notify the Representative thereof, and (ii) use its reasonable best efforts to arrange to obtain in replacement thereof, as soon as reasonably practicable, any such portion from alternative sources on terms and conditions not materially less favorable to the Purchaser and Finance Merger Sub as those contained in the Debt Commitment Letter and, unless otherwise consented to by the Sellers, on a basis that is within its control not subject to any condition precedent materially less favorable to the Purchaser or Finance Merger Sub than the Debt Financing Conditions (including “Alternative Financing”). Once obtained, the Purchaser and Finance Merger Sub shall provide the Representative with all agreements pursuant to which any such alternative source shall have committed to provide the Purchaser or Finance Merger Sub with any portion of the Debt Financing and promptly provide the Representative with such information it may reasonably request regarding any alternative financing arrangements or plans. Upon the entry by consummating the Equity Purchaser or Finance Merger Sub into any commitment letter for an Alternative Financing at or prior required pursuant to this clause (c), the term “Debt Commitment Letter” shall include the commitment letter in respect of such Alternative Financing and the term “Fee Letter” shall include any fee letter entered into in respect of such Alternative Financing and the appropriate changes shall be deemed to be made to the terms “Debt Financing Sources,” “Committed Lenders” and “Debt Financing.” (e) Prior to the Closing, each of the Trilogy Parties shall provide, and the Company shall cause its respective Subsidiaries and Affiliates to provide, and shall respectively use their reasonable best efforts to cause their respective representatives, including legal and accounting, to provide, all cooperation reasonably requested by the Purchaser that is customary in connection with the arrangement of syndicated loans similar to the Debt Financing or other acquisition loan financings (provided that such requested cooperation is made on reasonable notice and does not unreasonably interfere with the ongoing operations of the Business, the Company or its Subsidiaries and Affiliates), including cooperation that consists of: (i) furnishing the Purchaser with such pertinent information (other than financial information, which is covered by Section 7.07(e)(ii)) regarding the Company or its Subsidiaries (including information to be used in the preparation of one or more information packages regarding the business, operations, financial projections and prospects of the Company and its Subsidiaries) that is customarily provided by a borrower in connection with the arrangement of syndicated loans similar to the Debt Financing or other acquisition loan financings, in each case, as reasonably requested by the Purchaser, for the purposes of assisting the Purchaser in its preparation of customary information documents or rating agency or lender presentations relating to such arrangement of loans (other than financial information, which is covered by Section 7.07(e)(ii)); (ii) (A) furnishing the Purchaser with the unaudited financial statements of the Company and its Subsidiaries, on a consolidated basis, for any fiscal quarter ended after the date of the most recent audited financial statements and more than 45 days prior to Closing and informing the Purchaser if the Sellers, the Company or any of its Subsidiaries shall have knowledge of any fact that most likely requires the restatement of such financial statements, (B) assisting the Purchaser with the Purchaser’s preparation of the specific pro forma financial statements of the Company and its Subsidiaries that are required to be delivered under clause (16) under “Conditions Precedent to Initial Funding” in Exhibit A of the Debt Commitment Letter (as in effect on the date hereof), and (C) to the extent reasonably required by the Debt Financing Sources to be included in any marketing documents related to the Debt Financing, assisting the Purchaser with the Purchaser’s preparation of financial information regarding the Company and its Subsidiaries that are reasonably and readily derivable from the financial statements and financial records of the Company and its Subsidiaries required to be furnished under clause (A) above; provided, however, that nothing in this Section 7.07(e)(ii) shall be deemed to impose on the Company or its Subsidiaries an obligation to re-issue, restate or otherwise furnish financial statements that are not previously entered intootherwise specifically required under this Agreement; (iii) assisting in preparation for and participating and causing senior management of the Company and its Subsidiaries to participate in a reasonable number of meetings, enter into definitive agreements drafting sessions and due diligence sessions (including accounting diligence sessions) (including one or more lender meetings and calls with respect thereto the parties acting as lead arrangers, bookrunners or agents for, and prospective lenders, for the Debt Financing; (iv) assisting with the preparation by the Purchaser of customary materials for lender information memoranda and similar documents, including the execution and delivery of customary representation letters in connection with bank information memoranda and reviewing and commenting on terms the Purchaser’s draft of a business description and conditions described “Management’s Discussion and Analysis” of the Company’s financial statements to be included in or marketing materials contemplated by the Financing Commitments Debt Financing; provided, that (x) this clause (iv) shall not require the Company to provide any information (financial or otherwise) not otherwise required to be delivered by the Company under clause (i) or (ii) above, and (Dy) consummate any lender information memoranda, “bank books”, marketing materials, authorization letters and any other documents required, or otherwise delivered to any, Committed Lender or prospective Debt Financing Source, in connection with the Debt Financing at or prior shall contain (A) disclosure reflecting the Purchaser and its Subsidiaries post-Closing as the obligors, and (B) disclosures and disclaimers exculpating the Representative, the Sellers, the Trilogy Parties and their respective Affiliates with respect to any liability related to the contents or use thereof by the recipients thereof; (v) assisting the Purchaser in the Purchaser’s preparation, negotiation and execution of one or more credit agreements, pledge agreements, security agreements, guarantees and other definitive financing documents or other certificates, customary closing certificates and documents as may be reasonably requested by the Purchaser and that are required to be obtained under the Debt Commitment Letter at Closing (including by seeking to enforce its rights under cooperation in connection with the Rollpay-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any off of its rights under, any Financing Commitment or any definitive agreements related existing Indebtedness to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement and the release of liens securing such existing Indebtedness); provided, that no obligation of the Company or any of its Subsidiaries under any such agreements or documents shall be effective until the TDC Agreement; and provided that Closing; (vi) providing customary authorization letters to the Debt Financing Sources as reasonably requested by the Purchaser may replace and amend in writing, authorizing the Roll-Over Commitments solely distribution of information to prospective lenders, subject to customary confidentiality undertakings; (vii) to the extent reasonably requested by the Debt Financing Sources for the purpose purposes of adding lendersobtaining customary waivers, lead arrangersconsents, book runnersestoppels and approvals in connection with the Debt Financing from other parties to material licenses, syndication agents leases, encumbrances and Contracts relating to the Company or similar entities who had not executed its Subsidiaries, using their respective reasonable best efforts to arrange discussions among the Roll-Over Commitments Purchaser, the Debt Financing Sources and their respective representatives with such other parties to such material licenses, leases, encumbrances and Contracts as of the date Closing; (viii) taking all reasonable actions necessary to (A) permit the Debt Financing Sources to evaluate the Company’s current assets and cash for the purposes of this Agreement so long establishing collateral arrangements by the Purchaser as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendmentClosing and to assist with other customary collateral audits and due diligence examinations and (B) establish bank and other accounts and, replacement, supplement or modification effective as of the Closing, blocked account agreements and lock box arrangements and establish other collateral arrangements to the extent necessary in connection with the Debt Financing; and (ix) providing to the Purchaser for further distribution to the Debt Financing Commitments Sources all documentation and other information reasonably required under applicable “know your customer” and anti-money laundering rules and regulations in accordance connection with the Debt Financing. Notwithstanding anything to the contrary in this Section 5.107.07(e): (A) no Seller, Trilogy Party or any of their respective Subsidiaries or Affiliates or any of their respective representatives shall be required to pay any commitment or other fee or incur any other liability or expense in connection with the term “Debt Financing Commitments” (in the case of the Trilogy Parties, prior to the Closing); (B) no Seller, Trilogy Party or any of their respective Subsidiaries or Affiliates shall mean the Financing Commitments as so amended, replaced, supplemented be required to take any action or modified.do anything that wou

Financing. (a) The Debt Purchaser Purchasers shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to obtain the proceeds of the Acquisition Financing on the terms and conditions described in the Financing CommitmentsCommitment Letter and, including to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the extent not previously entered into, enter into Commitment Letter or the definitive agreements with respect thereto on thereto, if such amendment, modification or waiver (A) reduces the aggregate amount of the Acquisition Financing, or (B) imposes new or additional conditions or other terms and or otherwise expands, amends or modifies any of the conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing receipt of the Acquisition Financing or other terms in a manner that would reasonably be expected to (including by seeking x) make, in any material respect, the timely funding of the Acquisition Financing or satisfaction of the conditions to obtaining the Acquisition Financing less likely to occur or (y) adversely impact, in any material respect, the ability of Purchasers to enforce its rights under against other parties to the Roll-Over Commitments against Commitment Letter or to draw upon and consummate the lenders and other persons providing Acquisition Financing; provided, however, that Purchasers may amend, replace or otherwise modify the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment Letter or any definitive agreements related agreement with respect thereto to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead add arrangers, book runnersbookrunners, syndication agents agents, lenders or similar entities who had not executed the Roll-Over Commitments Commitment Letter as of the date of this Agreement so long or to reassign titles to such parties who had executed the Commitment Letter as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by date of this Agreement or the TDC Agreement. Upon any ; provided, in each case, such amendment, replacement, supplement replacement or modification does not, without the prior written consent of Seller: (i) make, in any material respect, the timely funding of the Acquisition Financing Commitments or satisfaction of the conditions to obtaining the Acquisition Financing less likely to occur or (ii) adversely impact, in any material respect, the ability of Purchasers to enforce its rights against other parties to the Commitment Letter or to draw upon and consummate the Acquisition Financing. (b) Purchasers shall use their reasonable best efforts to (i) subject to Section 6.5(c), maintain in effect and satisfy on a timely basis all terms, covenants and conditions set forth in the Commitment Letter within Purchasers’ reasonable control in accordance with the terms and subject to the conditions thereof, (ii) negotiate and enter into definitive agreements with respect to the financing contemplated by the Commitment Letter on the terms and conditions contained in the Commitment Letter, (iii) satisfy all conditions to such definitive agreements that are applicable to Purchasers that are within Purchasers’ control, (iv) if the NGX Sale is not consummated in accordance with the NGX Agreement prior to or contemporaneously with the Closing, draw upon and consummate the Acquisition Financing at or prior to the Closing and (v) if the NGX Sale is not consummated in accordance with the NGX Agreement prior to or contemporaneously with the Closing, fully enforce its rights under the Commitment Letter to draw upon and consummate the Acquisition Financing, subject to the terms and conditions of the Commitment Letter. Purchasers shall keep Seller informed on a reasonably current basis and in reasonable detail with respect to all material activity concerning the status of its efforts to arrange the Acquisition Financing. (c) If any portion of the Acquisition Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter or the Commitment Letter becomes terminated or modified in a manner materially adverse to Purchasers for any reason, Purchasers shall use their reasonable best efforts to arrange and obtain alternative financing from alternative sources with conditions to obtaining such alternative financing no less favorable, in the aggregate, to Purchasers than those contained in the Commitment Letter and in an amount at least equal to the Acquisition Financing or such unavailable portion thereof, as the case may be (the “Alternate Financing”), and to obtain a new financing commitment letter with respect to such Alternate Financing (the “New Commitment Letter”) which shall replace the existing Commitment Letter, a copy of which shall be promptly provided to Seller. In the event any New Commitment Letter is obtained, any reference in this Agreement to the “Acquisition Financing” shall mean the financing contemplated by the New Commitment Letter. (d) For the avoidance of doubt, neither the availability of nor the funding of the Acquisition Financing shall be a condition to the obligation of Purchasers to consummate the Sale. (e) From the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, subject in all respects to the CMA Orders, Seller shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to provide such assistance and cooperation (and to use commercially reasonable efforts to cause its and their respective representatives to provide such assistance and cooperation) with respect to any Acquisition Financing as is reasonably requested by Purchasers, including using commercially reasonable efforts with respect to: (i) cooperating reasonably with each Lender’s due diligence; and (ii) providing financial information relating only to the Business or the Trayport Companies as may reasonably be requested by a Purchaser; provided that nothing in this Section 6.5(e) shall require Seller, any of its Subsidiaries (including any Trayport Company) or any of its or their respective representatives to prepare any new financial statements or projections that are not prepared in the ordinary course of business and past practice of the Business. Notwithstanding any other provision set forth herein or in any other agreement between Seller and a Purchaser (or its Affiliates), Seller agrees that Purchasers and their Affiliates may share customary projections with respect to the Business or the Trayport Companies with the Lenders identified in the Commitment Letters and to any existing lenders of Purchasers, and that Purchasers, their Affiliates and such Lenders may share such information with potential Lenders in connection with any marketing efforts in connection with the Acquisition Financing, provided that the recipients of such information are subject to customary confidentiality arrangements between Purchasers and such parties (which need not include Seller). None of Seller, any of its Subsidiaries or any of its or their respective directors or officers or other personnel or representatives shall be required by this Section 6.5(e) to take any action or provide any assistance that unreasonably interferes with the ongoing operations of Seller and its Subsidiaries. (f) Purchasers shall indemnify and hold harmless Seller, its Subsidiaries and its and their respective representatives from and against any and all losses, damages, claims and out-of-pocket costs or expenses, actually suffered or incurred by them in connection with any Acquisition Financing (including any action taken in accordance with this Section 5.106.5) and any information utilized in connection therewith (other than untrue information provided by Seller or its Subsidiaries or their respective representatives in writing for use in the Acquisition Financing documents), in any case, except to the term “Financing Commitments” shall mean extent suffered or incurred as a result of the Financing Commitments as so amendedgross negligence, replacedwillful misconduct, supplemented fraud or modifiedintentional breach by or of Seller or its Subsidiaries or their respective representatives. In addition, Purchasers shall, promptly upon request by Seller, reimburse Seller for all reasonable and documented out-of-pocket costs incurred by Seller or its Subsidiaries in connection with the performance of Seller’s obligations under this Section 6.5.

Financing. (a) The Debt Purchaser Unless, and to the extent, Parent shall have demonstrated to the reasonable satisfaction of the Company (as confirmed in writing by the Company) that Parent shall have sufficient cash from other sources (including by reason of a capital market or other financing transaction) available to satisfy its cash payment obligations under this Agreement, from and after the execution of this Agreement, Parent shall: (i) use its reasonable best efforts to arrange the Financing on the terms and conditions described in the Commitment Letter; (ii) shall not permit any amendment or modification to be made to the Commitment Letter, if such amendment or modification (A) reduces the aggregate amount of the Financing or (B) imposes additional conditions or otherwise amends any of the conditions to the receipt of the Financing in a manner that could reasonably be expected to (I) prevent the Closing from occurring prior to the Outside Date, (II) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) materially less likely to occur or (III) adversely impact the ability of Parent or the Merger Subs, as applicable, to enforce their respective rights against other parties to the Commitment Letter or the definitive agreements with respect thereto; and (iii) use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to obtain the proceeds of arrange the Financing on the terms and conditions described in the Financing CommitmentsCommitment Letter. For the avoidance of doubt, including but subject to (A) maintain the foregoing, Parent may amend, supplement, modify or replace the Commitment Letter as in effect at the Financing Commitments, date hereof (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (Cx) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in add or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had not executed the Roll-Over Commitments Commitment Letter as of the date of this Agreement so long as such addition does not preventAgreement, materially impede (y) to increase the amount of indebtedness or materially delay the consummation (z) to replace all or a portion of the Roll-Over facility committed under the Commitment Letter as in effect as of the date hereof with one or more new facilities under such Commitment Letter or under any new commitment letter or facility (any such new commitment or facility, a “Replacement Facility”); provided, that the transactions terms of such Replacement Facility shall comply with clauses (i) and (ii) above. Promptly following the execution of a Replacement Facility by Parent, Parent shall notify the Company to such effect and shall promptly provide a fully executed copy of such Replacement Facility and any related agreements. For purposes of this Agreement, (1) the term “Financing” shall be deemed to include the financing contemplated by the Commitment Letter as amended, modified or replaced pursuant to this Agreement Section 5.10 (including any Replacement Facility, any Alternative Financing and, in the case of Section 5.10(d), any offering of debt or equity securities the TDC proceeds of which are intended to be used to satisfy the obligations under this Agreement. Upon any such amendment), replacementand (2) the term “Commitment Letter” shall be deemed to include the Commitment Letter as may be amended, supplement modified or modification of the Financing Commitments in accordance with replaced pursuant to this Section 5.10, any commitment letters with respect to any Replacement Facility, and any commitment letters with respect to the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedAlternative Financing.

Financing. (a) The Debt Purchaser shall Each of Parent and Acquisition Sub shall, subject to the terms and conditions of this Agreement, use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of the Debt Financing at Closing on the terms and conditions described in the Financing CommitmentsCommitment Letter and Fee Letter, including using commercially reasonable efforts to (Ai) maintain in effect the Financing CommitmentsCommitment Letter and Fee Letter, in each case as in effect on the date of this Agreement (subject to the last sentence of this Section 6.10(a)), in accordance with their terms, (Bii) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into negotiate definitive agreements with respect thereto on to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions described contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) (or if available, on other terms that are acceptable to Parent and would not (x) adversely affect the ability of Parent and Acquisition Sub to consummate the transactions contemplated hereby, (y) reduce the aggregate amount of the Debt Financing below the amount required to consummate the Merger and the other transactions contemplated by the Financing Commitments this Agreement and to pay fees and expenses and (Dz) consummate the Financing at add any new (or prior adversely modify any existing) condition to the Closing (including by seeking consummation of the Debt Financing as compared to enforce its rights under those in the Roll-Over Commitments against the lenders Commitment Letter and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any Fee Letter as in effect of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification this Agreement in a manner that would reasonably be expected to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over Merger and the other transactions contemplated by this Agreement and (iii) satisfy (or, if deemed advisable by Parent, obtain the waiver of) on a timely basis all conditions in the Commitment Letter, Fee Letter and the Definitive Agreements and otherwise comply with all of its obligations thereunder. In the event that all conditions contained in the Commitment Letter have been satisfied or waived and Parent is required to consummate the Closing pursuant to Section 2.2, Parent shall use commercially reasonable efforts to cause each Lender to fund its respective committed portion of the Debt Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date; provided, however that nothing contained in this Section 6.10 shall require either Parent or Acquisition Sub to bring any enforcement action or proceeding against any Debt Financing Source to enforce its respective rights under the TDC Agreement; commitment to procure Debt Financing pursuant to the applicable Commitment Letter and provided Fee Letter. Neither Parent nor Acquisition Sub shall, without the prior written consent of the Company, permit any amendment or modification to, or any waiver of any provision (including any remedy) under, or replace (it being understood that any Alternative Debt Financing shall not be deemed a replacement for purposes of this sentence), the Commitment Letter or Fee Letter if such amendment, modification, or waiver or replacement (w) adds new (or adversely modifies any existing) conditions to the consummation of the Debt Purchaser may replace Financing as compared to those in the Commitment Letter and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments Fee Letter as of in effect on the date of this Agreement so long as such addition does not in a manner that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Roll-Over Merger and the other transactions contemplated by this Agreement, (x) adversely affects the ability of Parent or Acquisition Sub to enforce their rights against other parties to the Commitment Letter, Fee Letter or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability of Parent to enforce its rights against such other parties to the Commitment Letter and Fee Letter as in effect on the date hereof or in the Definitive Agreements, (y) reduces the aggregate amount of the Debt Financing below the amount required to consummate the Merger and the other transactions contemplated by this Agreement and to pay related fees and expenses, or (z) would otherwise reasonably be expected to prevent, impede or materially delay the TDC consummation of the Merger and the other transactions contemplated by this Agreement. Upon ; provided that for the avoidance of doubt no consent from the Company shall be required for: (A) any such amendment, replacement, supplement or modification of the Commitment Letter that is limited to adding lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date of this Agreement (including in replacement of a Lender), (B) implementation or exercise of any “flex” provisions provided in the Fee Letter as in effect as of the date hereof, or (C) any amendment, replacement, supplement or modification to the Commitment Letter or Definitive Agreements so long as such action would not be prohibited by the foregoing clauses (w)-(z). (b) In the event that any portion of the Debt Financing Commitments becomes unavailable, regardless of the reason therefor (other than a breach by the Company of this Agreement which prevents or renders impracticable the consummation of the Debt Financing) each of Parent and Acquisition Sub will (1) use its commercially reasonable efforts to obtain alternative debt financing from the same or other source (the “Alternative Debt Financing”) (in accordance an amount sufficient, when taken together with available cash on hand, and any then-available Debt Financing pursuant to any then-existing Commitment Letter, to consummate the transactions contemplated by this Agreement) on terms not less favorable in the aggregate to Parent than those contained in the Commitment Letter and the Fee Letter that the alternative financing would replace (taking into account any flex provisions) and (2) promptly notify the Company of such unavailability and the reason therefor. Notwithstanding anything to the contrary, nothing in this Section 6.10 shall require Parent to pay any material fees in excess of those contemplated by the Fee Letter. (c) For purposes of the foregoing Sections 6.10(a) and (b), (i) the term “Commitment Letter” shall be deemed to include any commitment letter (or similar agreement) with respect to any alternative debt financing arranged in compliance herewith (and any Commitment Letters remaining in effect at the time in question), (ii) the term “Fee Letter” shall be deemed to include any fee letter (or similar agreement) with respect to any alternative debt financing arranged in compliance with this Section 5.106.10, and (iii) the term “Financing CommitmentsLenders” shall mean be deemed to include any lenders providing the Financing Commitments as so amendedalternative debt financing arranged in compliance herewith. Parent and Acquisition Sub shall provide the Company with prompt notice of any breach or default by any party to any Commitment Letters or the Definitive Agreements of which Parent or Acquisition Sub gains knowledge and termination or repudiation by any party to any Commitment Letters or the Definitive Agreements or any provision thereof; provided, replacedhowever, supplemented that in no event will Parent or modifiedAcquisition Sub be under any obligation to disclose any information that is subject to attorney-client or similar privilege if Parent or Acquisition Sub shall have used its commercially reasonable efforts to disclose such information in a way that would not waive such privilege.

Financing. (a) The Debt Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the proceeds of the Financing as promptly as reasonably practicable on the terms and subject only to the conditions described contained in the Financing Commitments. Purchaser shall not permit any amendment or modification to be made to, including or any waiver of any provision or remedy under, the Financing Commitments (except for any such amendments, modifications or waivers which, individually or in the aggregate, would not be reasonably expected to prevent, delay or impair the availability of the Financing under the Financing Commitments or the consummation of the Transactions) without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the generality of the foregoing, Purchaser shall use reasonable best efforts to (Ai) maintain in effect the Financing Commitments, (Bii) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to the Debt Purchaser to obtaining in the Financing Commitments that is are within its control (including by consummating the Equity Financing at or prior to the Closing)and otherwise comply with its covenants and other obligations thereunder, (Ciii) to negotiate with the extent not previously entered into, Lenders and other third parties and enter into definitive agreements with respect thereto to the Financing on the terms and subject only to the conditions described in or contemplated by the Financing Commitments and Commitments, (Div) consummate the Financing (or a portion thereof) at or prior to the Closing Applicable Closing, (including by seeking to v) enforce its rights under the Roll-Over Financing Commitments against in the lenders event of a breach or other failure to fund by a Lender that impedes or delays the Applicable Closing, and other persons providing (vi) otherwise cause the Roll-Over CommitmentsLenders to fund on the Applicable Closing Date the Financing (or a portion thereof) required to consummate the transactions to be consummated at the Applicable Closing (including taking enforcement action to cause the Lenders to provide the Financing). The Debt ; provided, that Purchaser shall not be required to agree to terms and conditions that are, in the aggregate, materially less favorable to Purchaser than those set forth in the Financing Commitments. Upon the reasonable request of the Sellers, Purchaser shall inform the Sellers of the status of its efforts to arrange the Financing and any material developments relating to the Financing. Without limiting the generality of the foregoing, Purchaser shall give the Sellers prompt notice: (A) upon becoming aware of any material breach or permit default (or any amendmentevent or circumstance that, replacementwith or without notice, supplement lapse of time or both, could reasonably be expected to give rise to any material breach or default) by Purchaser, or to the Knowledge of Purchaser, any other party to any Financing Commitment or definitive document related to the Financing; (B) of the receipt of any written notice or other modification ofwritten communication from any Person with respect to any (x) actual or potential breach, default, termination or waive repudiation by any of its rights under, party to any Financing Commitment or any definitive document related to the Financing of any provisions of any Financing Commitment or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Financing Commitment or any definitive document related to the Financing; and (C) if for any reason Purchaser believes in good faith that (x) there is a reasonable likelihood to be a material dispute or disagreement between or among any parties to any Financing Commitment or any definitive document related to the Financing or (y) it is reasonably likely that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitments or the definitive documents related to the Financing. As soon as reasonably practicable, but in any event within five (5) Business Days after the date the Sellers deliver to Purchaser a written request, Purchaser shall provide any information reasonably requested by the Sellers relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. Purchaser shall refrain from taking, directly or indirectly, any action that is reasonably likely to result in the failure of any conditions contained in the Financing Commitments or any definitive agreement related thereto. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, Purchaser shall use its reasonable best efforts to arrange and obtain financing as promptly as practicable from alternative sources in an amount sufficient to replace the Financing as promptly as practicable and without the imposition of any new or additional conditions and without any adverse amendment to existing conditions to the Financing, and Purchaser’s obligations under this Section 7.05(a) shall apply to such alternative financing and the agreements related thereto as if such alternative financing is the Financing and any commitment related thereto is the Financing Commitments; provided, that Purchaser shall not be required to agree to terms and conditions with respect to any alternative financing that are, in the aggregate, materially less favorable in any material respect to Purchaser than those set forth in the Financing Commitments. (b) Prior to the Applicable Closing, the Sellers shall use their commercially reasonable efforts to provide, and shall use their commercially reasonable efforts to cause their Affiliates and their respective officers, directors, employees and agents to provide, at Purchaser’s sole cost and expense, all reasonable cooperation in connection with the arrangement of the Financing as may be reasonably requested by Purchaser and that is customary in connection with Purchaser’s efforts to obtain the Financing, including to (i) provide readily-available financial and other information relating to the Sellers to the Lenders (including information to be used in the preparation of an informational package regarding the business, operations, financial projections and prospects of Purchaser and the Business and Purchased Assets which is customary for such financing or reasonably necessary for the completion of the Financing by the Lenders, to the extent reasonably requested by Purchaser (including prior real estate title commitments, surveys, environmental reports and similar information), (ii) assist in the preparation of bank information memoranda and similar documents (including historical and pro forma financial statements and information) for the Financing, (iii) cause the Sellers and their Affiliates to execute and deliver (and use commercially reasonable efforts to obtain from the Sellers’ and their Affiliates’ advisors) at, or conditional upon, the Applicable Closing customary certificates (including a certificate of the principal financial officer of each of the Sellers with respect to solvency matters), accounting comfort letters (including consents of accountants for use of their reports in any materials relating to the Financing) or other documents and instruments relating to guarantees and other matters ancillary to the Financing as may be reasonably requested by Purchaser, (iv) assist in the preparation of, entering into and, upon reasonable prior notice to the extent related to the participation in meetings, presentations, drafting sessions or similar activities, syndication of one or more credit agreements, note purchase agreements, indentures, currency or interest hedging agreements or other agreements, including by refraining from entering into any competing financing transactions, (v) use commercially reasonable efforts to have the independent accountants of the Sellers provide their reasonable cooperation and assistance, (vi) cooperate reasonably with the Lenders’ due diligence, to the extent customary and reasonable, (vii) refrain from pursuing any financing transactions that may delay, impede or otherwise adversely affect the Financing and (viii) assist Purchaser and the Lenders to benefit from the existing lending relationships of the Sellers and their Affiliates; provided, however, that no requested cooperation pursuant to this Section 7.05(b) shall delay the Applicable Closing, or unreasonably interfere with the ongoing operations of Sellers and the Sellers shall not (A) be required to pay any commitment or other similar fee, (B) have any Liability under any credit agreement, note purchase agreement, indenture, hedging agreement or other agreement or document related to the Financing, in each caseor (C) incur any out-of-pocket expense unless such expense is advanced or simultaneously reimbursed by Purchaser (without set-off). Purchaser shall, without the Company’s prior written consent right of set-off, indemnify and hold harmless Sellers and their respective subsidiaries and Representatives from and against any and all Losses suffered or incurred by them in connection with (which consent shall not be unreasonably withheld 1) any action taken by them at the request of Purchaser pursuant to this Section 7.05(b) or delayed), provided that any such amendment, replacement, supplement or other modification to in connection with the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification arrangement of the Financing Commitments or (2) any information utilized in connection therewith (other than information relation to Sellers approved by Sellers for use therein). This indemnification shall survive termination of this Agreement. All material, non-public information regarding Sellers and their Affiliates provided to Purchaser or its Representative pursuant to this Section 7.05(b) shall be kept confidential by them in accordance with this Section 5.10the Confidentiality Agreement, the term “Financing Commitments” shall mean except for disclosure to potential investors as required in connection with the Financing Commitments as so amended, replaced, supplemented or modifiedsubject to customary confidentially protections.

Financing. (a) The Debt Purchaser Parent shall use its reasonable best efforts (taking into account the expected timing of the Marketing Period) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to consummate and obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letter and shall not permit any amendment or modification to be made to the Commitment Letter without the prior written consent of the Company, if such amendment or modification (i) reduces the aggregate amount of the Financing Commitmentsto an amount below the amount required, to consummate the Mergers and to repay or refinance the debt contemplated to be replaced by the Commitment Letter, including the payment of all fees, premiums and expenses associated therewith, including the redemption of the Notes and satisfaction and discharge of the Indenture pursuant to Section 5.12, (Aii) maintain in effect imposes additional conditions or any contingencies or otherwise expands upon any of the conditions to the receipt of the Financing Commitmentsin a manner that would reasonably be expected to make any portion of the funding of the Financing less likely to be obtained, (Biii) satisfy on a timely basis all conditions applicable to prevents, impedes or delays the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the occurrence of Closing), (Civ) to adversely impacts the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking ability of Parent to enforce its rights under the Roll-Over Commitments against the lenders and any other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related party to the Financing, in each case, without Commitment Letter or the Company’s prior written consent Definitive Agreements or (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification v) adversely impacts the ability of Parent to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or consummate the transactions contemplated by this Agreement hereby. For the avoidance of doubt, but subject to the foregoing, Parent may amend, supplement, modify or replace the TDC Agreement; and provided that Commitment Letter as in effect at the Debt Purchaser may date hereof (x) to add or replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had not executed the Roll-Over Commitments Commitment Letter as of the date of this Agreement so long or (y) to increase the amount of indebtedness. For purposes of this Agreement, (1) the term “Financing” shall be deemed to include the financing contemplated by the Commitment Letter as such addition does not preventamended, materially impede modified or materially delay replaced pursuant to this Section 5.11 (including any Alternative Financing and any proceeds of any Senior Notes used to satisfy the consummation obligations under this Agreement), and (2) the term “Commitment Letter” shall be deemed to include the Commitment Letter as may be amended or modified pursuant to this Section 5.11 and any commitment letters with respect to the Alternative Financing. Parent acknowledges and agrees that neither the obtaining of the Roll-Over Financing or any Alternative Financing is a condition to Parent’s obligations to consummate the Mergers and the other transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified.

Financing. (a) The Debt Purchaser Company shall use commercially reasonable efforts, and shall cause its Subsidiaries to use commercially reasonable efforts, and shall use its commercially reasonable best efforts to takecause its and its Subsidiaries’ respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the “Company Representatives”) to, at Parent’s sole expense, provide all cooperation that is reasonably necessary or cause customary and reasonably requested by Parent to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of the Financing on the terms and conditions described assist Parent in the Financing Commitmentsarrangement of bank financing and/or bond offerings for the purpose of financing the Merger, the fees and expenses incurred in connection therewith 74 and the other transactions contemplated hereby (the “Debt Financing”), including assisting with the preparation of materials for presentations, memoranda and similar documents required in connection with the Debt Financing; provided, however, that (x) nothing herein shall require such cooperation to the extent it would (A) maintain in effect unreasonably disrupt the Financing Commitmentsconduct of the Company’s and the Subsidiaries’ respective businesses, (B) satisfy on a timely basis all conditions applicable require the Company or any of the Subsidiaries or any of the Company Representatives to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at pay any fees or expenses or otherwise incur any liability or give any indemnities prior to the Closing), Effective Time (C) except to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement fee or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied expense is conditioned on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over Merger or Parent has advanced the amount of such fees, expenses or liabilities to the Company or the transactions Subsidiaries), and (C) require the preparation or delivery of (i) financial statements, other than those contemplated by this Agreement Sections 5.1(c) and 5.1(d), or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents (ii) pro forma financial information or similar entities who had not executed the Roll-Over Commitments as forecasts of the date Company and the Subsidiaries and (y) any documentation executed by the Company or any of this Agreement so long as such addition does its Subsidiaries shall not prevent, materially impede or materially delay become effective until the consummation of the RollClosing. Notwithstanding anything to the contrary provided herein or in the Confidentiality Agreement, Parent shall be permitted to share all information subject to such agreement with its financing sources, subject to customary confidentiality undertakings by such financing sources with respect thereto. (b) Parent shall indemnify and hold harmless each of the Company, the Subsidiaries and their respective Company Representatives and any Seller Indemnified Party from and against any and all Losses suffered or incurred by them in connection with the arrangement of the Debt Financing and the performance of their respective obligations under this Section 5.17. Parent shall, promptly upon request of the Company, reimburse the Company and the Subsidiaries for all out-Over of-pocket costs and expenses incurred by the Company or the transactions contemplated Subsidiaries (including those of their respective Company Representatives) in connection with the cooperation required by this Agreement or Section 5.17. (c) Each of Parent and ▇▇▇▇▇▇ Sub acknowledges and agrees that (i) the TDC Agreement. Upon any such amendment, replacement, supplement or modification obtaining of the Debt Financing Commitments in accordance with this Section 5.10is not a condition to the Closing, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified.and

Financing. (a) The Debt Purchaser Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to obtain arrange the proceeds Debt Financing as promptly as practicable following the date of this Agreement and to consummate the Debt Financing on the terms and conditions described in the Financing CommitmentsClosing Date, including the following: (i) Buyer shall have the right from time to (A) maintain in effect the Financing Commitmentstime to amend, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacementreplace, supplement or other modification ofotherwise modify, or waive any of its rights under, any Financing the Debt Commitment Letter, and/or substitute other debt (but not equity financing) for all or any definitive agreements related to portion of the Financing, in each case, without Debt Financing from the Companysame financing sources or alternative financing sources (with Parent’s prior written consent (which consent shall not be unreasonably withheld or delayedconsent), provided that if any such amendment, replacement, supplement or other modification to or waiver of any provision of the Roll-Over Commitments Commitment Letter that amends the Debt Financing and/or substitution of all or any portion of the Debt Financing shall not (i) does not involve any impose new or additional or expand upon or modify the conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification precedent to the same extent asDebt Financing as set forth in the Debt Commitment Letter, the Roll-Over Commitments and (ii) does not prevent, materially prevent or impede or materially delay the consummation of the Roll-Over transactions contemplated by this Agreement, (iii) adversely impact the ability of Buyer to enforce its rights under the Debt Commitment Letter or (iv) provide for terms and conditions (including any “flex” provisions) that are, in the aggregate, less favorable to Buyer and the Sellers than those in the Debt Commitment Letter. Buyer shall not be permitted to reduce the amount of Debt Financing under the Debt Commitment Letter unless it provides an equity commitment letter of a corresponding amount. (ii) participation by senior management of Buyer in, and assistance with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfying on a timely basis (or obtain a waiver of) all Financing Conditions that are within its control; (iv) negotiating, executing and delivering Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto) and providing copies of drafts thereof exchanged with the Financing Sources to Parent, subject to any customary redaction; (v) in the event that the conditions set forth in Sections 8.01 and 8.02 and the Financing Conditions have been satisfied or, upon funding would be satisfied, causing the Financing Sources to fund the full amount of the Debt Financing at or prior to the Closing (and, for the avoidance of doubt, Buyer acknowledges and agrees that (A) in the event that on the final day of the Marketing Period (x) all or a portion of the Debt Financing structured as high yield debt or contemplated to be sold pursuant to a Rule 144A transaction has not been issued or sold, (y) all conditions precedent to Buyer’s obligations hereunder shall have been satisfied or waived (other than those conditions which by their nature will not be satisfied until the Closing) and (z) the bridge financing contemplated by the Debt Commitment Letter is available, then on such date Buyer shall borrow under and use the proceeds of the bridge financing to finance, in part, the Closing Date Payments and (B) Buyer shall comply with any “securities demand” or similar provisions included in the Debt Commitment Letter or any related fee letter and use any proceeds from the sale of securities issued thereunder to finance, in part, the Closing Date Payments); and (vi) enforcing its rights under the Debt Commitment Letters. (b) Buyer shall keep Parent informed in reasonable detail of the status of its efforts to arrange the Debt Financing. Buyer shall give Parent prompt notice (a) of any breach or repudiation, or any anticipated or threatened breach or repudiation (including any event or circumstance that, without or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or repudiation), by any Party to the Debt Commitment Letters of which Buyer or its Affiliates becomes aware or (b) if, for any reason, Buyer no longer believes in good faith that it will be able to obtain all or any portion of the Debt Financing contemplated by the Debt Commitment Letters on the terms described therein. Without limiting Buyer’s other obligations under this Section 5.15, if a Financing Failure Event occurs, Buyer shall (i) promptly notify Parent of such Financing Failure Event and the reasons therefor, (ii) in consultation with the Parent and the Sellers, use its reasonable best efforts to obtain (on terms as favorable to Buyer in the aggregate as are reasonably available for financings of the type contemplated by the Debt Commitment Letter in the debt markets at such time) alternative financing from alternative financing sources, in an amount sufficient to make the Closing Date Payments and any payments pursuant to Section 2.06 and consummate the transactions contemplated by this Agreement or Agreement, as promptly as practicable following the TDC Agreement; occurrence of such event, and provided (iii) use its reasonable best efforts to obtain, and when obtained, provide Parent and the Sellers with a copy of, a replacement financing commitment in accordance with Section 5.15(a)(i) that provides for such alternative financing. (c) As promptly as practicable following the Debt Purchaser may replace receipt of the financial information required by clause (A) of the definition of Financing Information, Holdings shall prepare and amend file with the Roll-Over Commitments solely SEC a prospectus supplement to its currently effective Registration Statement on Form S-3 with respect to, and commence an offering of, the common stock of Holdings (the “Common Stock Offering”), which Buyer will use to pay a portion of the Purchase Price for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed Equity Interests on the Roll-Over Commitments Closing Date. (d) As promptly as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay practicable following the consummation of the Roll-Over Common Stock Offering (and in any event following the receipt of the financial information required by clause (A) of the definition of Financing Information), Holdings shall prepare and file with the SEC and deliver to holders of its common stock a prospectus supplement for a rights offering on the terms and conditions described in the Parent Backstop generating gross proceeds to Holdings of no less than $125 million less the net proceeds received by Holdings pursuant to the Common Stock Offering (the “Subscription Rights Offering”). (e) Prior to the Closing Date, Buyer shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff with respect to the Common Stock Offering or the Subscription Rights Offering, and Buyer and Holdings shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Common Stock Offering or the Subscription Rights Offering or the transactions contemplated by this Agreement hereby. Buyer and Holdings shall use their reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Common Stock Offering or the TDC Agreement. Upon any such amendment, replacement, supplement Subscription Rights Offering or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedtransactions contemplated hereby.

Financing. (a) The Debt Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Closing is not conditioned upon Purchaser obtaining any financing. Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to obtain arrange the Financing on the terms and subject to the conditions described in the Financing Commitment (including the “flex” provisions) and shall not permit any amendment, supplement or modification to be made to, or any waiver by Purchaser of any provision or remedy under the Financing Commitment (including definitive agreements related thereto) if such amendment, supplement, modification or waiver would (i) reduce the aggregate amount of the net cash proceeds of the Financing (as compared to the amount of such aggregate proceeds contemplated by the Financing Commitment as in effect on the date hereof) or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Financing in a manner that would reasonably be expected to (I) prevent, impede or delay the funding of the Financing or the consummation of the Merger and the other transactions contemplated hereunder, (II) adversely impact the ability of Purchaser to enforce its rights against other parties to the Financing Commitment (including definitive agreements related thereto), provided that Purchaser may replace, amend, supplement or modify the Financing Commitment to add agents, co-agents, lenders, arrangers, joint bookrunners, managers or other entities that have not executed the Financing Commitment as of the date hereof. Purchaser shall promptly deliver to the Company copies of any such replacement, amendment, supplement, modification or waiver. For purposes of this Section 6.06(a), references to “Financing” shall include the debt financing contemplated by the Financing Commitment as permitted to be amended or modified by this Section 6.06(a) and references to “Financing Commitment” shall include such documents as permitted to be amended, modified or substituted by this Section 6.06(a). Without limiting the generality of the foregoing and except to the extent Purchaser has completed an offering of debt securities whose net cash proceeds replace amounts that were to be provided under the Financing Commitment, which net cash proceeds have been placed in an escrow account in favor of the bondholders on customary terms for high yield bond offerings and which will be available to Purchaser subject solely to conditions precedent that are no more onerous in any material respect than the conditions precedent contained in the Financing Commitment that would have been applicable to the replaced amounts of the Financing, Purchaser shall use its reasonable best efforts to (w) maintain in effect the Financing Commitment until the Merger, the Subsequent Mergers and the other transactions contemplated hereby are consummated, (x) negotiate and enter into definitive agreements with respect to the Financing Commitment (which with respect to the bridge facilities documentation shall not be required until reasonably necessary in connection with the funding of the Financing) on terms and conditions (including “flex” provisions) no less favorable to Purchaser than those contained in the Financing Commitment, (y) satisfy (or have waived) all conditions and covenants applicable to Purchaser in the Financing Commitment that are within its control at or prior to the Closing, and otherwise comply in all material respects with its obligations under the Financing Commitment (including definitive agreements related thereto), and (z) except to the extent Purchaser otherwise has cash resources at Closing to fund its payment obligations hereunder taking into account upfront and similar fees payable under the Financing (including to the extent any “flex” provisions are implemented), upon satisfaction of the conditions set forth in the Financing Commitment, consummate the Financing at or prior to the Closing. Purchaser shall keep the Company reasonably informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Financing (or replacement thereof) as the Company may reasonably request, and shall provide the Company with copies of all definitive documents related to the Financing and, as the Company may reasonably request from time to time, drafts of such documents posted to a lender syndicate group; provided that the Fee Letters may be redacted in accordance with Section 4.12; provided, that in no event will Purchaser be under any obligation to disclose any information that is subject to attorney-client or similar privilege if Purchaser shall have used its reasonable best efforts to disclose such information in a way that would not waive such privilege. Without limiting the generality of the foregoing, Purchaser shall give the Company prompt notice (x) of any material breach or default by any party to any of the Financing Commitments or definitive agreements related to the Financing of which Purchaser becomes aware, (y) of the receipt of (A) any written notice or (B) other written communication, in each case from any Financing Source with respect to any (1) material breach of any of its obligations under the Financing Commitment or default, termination or repudiation by any party to any of the Financing Commitments or definitive agreements related to the Financing of any provisions of the Financing Commitments or definitive agreements related to the Financing or (2) material dispute or disagreement between or among any parties to any of the Financing Commitments or definitive agreements related to the Financing with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto), and (z) if at any time for any reason Purchaser believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms and conditions, in the manner or from the sources contemplated by any of the Financing Commitments or definitive agreements related to the Financing. As soon as reasonably practicable, but in any event within two Business Days after the Company delivers to Purchaser a written request, Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (x), (y) or (z) of the immediately preceding sentence. (b) If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitment (including the “flex” provisions), Purchaser shall use its reasonable best efforts to arrange and obtain alternative financing from alternative sources on terms and subject to conditions that are not materially less favorable, in the aggregate, to Purchaser than those set forth in the Financing Commitment, in an amount sufficient, when combined with cash on hand and borrowings under any existing credit facilities or other financing arrangements, to consummate the Merger and the other transactions contemplated hereby as promptly as practicable after the occurrence of such event. Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall have the right from time to time to substitute other debt financing for all or any portion of the Financing from the same and/or alternative financing source; provided, that any such substitution shall not expand upon in any material respect the conditions precedent or contingencies to the funding on the “Closing Date” of the Financing as set forth in the Financing Commitment in effect on the date hereof or reasonably be expected to cause any delay of the consummation of the transactions contemplated thereby. In such event, the term “Financing Commitment” as used herein shall be deemed to include the new commitment letter (the “New Financing Commitment”), if any, entered into in accordance with this Section 6.06(b) (any financing arranged under this Section 6.06(b) shall be referred to as the “Alternate Financing”). Purchaser will provide the Company with a copy of any New Financing Commitment obtained by Purchaser in connection with an Alternate Financing as promptly as practicable following the execution thereof (other than fees and other information redacted from such agreements that is consistent with the information redacted from the Fee Letters as permitted by Section 4.12). In the event that (x) all or any portion of the Financing contemplated to be raised in lieu of the bridge financing contemplated under the Financing Commitment has not been consummated, (y) all closing conditions contained in Article VII shall have been satisfied or waived (and which are, at the time of the termination of this Agreement, capable of being satisfied if the Closing were to occur at such time) and (z) the bridge facilities contemplated by the Financing Commitments are available on the terms and conditions described in the Financing Commitments, including to (A) maintain then Purchaser shall draw down on such bridge financing, in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) an amount sufficient and to the extent necessary, when combined with cash on hand and borrowings under any existing credit facilities or other financing arrangements, to consummate the Merger and the other transactions contemplated hereby, at the Closing. In the event that (x) the ABL Facility has not previously entered intobeen amended as contemplated by the Financing Commitment, enter into definitive agreements (y) all closing conditions contained in Article VII shall have been satisfied or waived (and which are, at the time of the termination of this Agreement, capable of being satisfied if the Closing were to occur at such time) and (z) the Replacement ABL Facility (or alternative financing obtained in accordance with respect thereto this Section 6.06(b)) is available on the terms and conditions described in or contemplated by the Financing Commitments Commitments), then Purchaser shall draw down on such Replacement ABL Facility, in an amount sufficient and (D) to the extent necessary, when combined with cash on hand and borrowings under any existing credit facilities or other financing arrangements, to consummate the Financing Merger and the other transactions contemplated hereby, at or prior the Closing. Notwithstanding anything to the Closing contrary contained in this Agreement, nothing contained in this Section 6.06 shall require, and in no event shall the reasonable best efforts of Purchaser be deemed or construed to require, Purchaser to (i) bring any enforcement action, including by seeking commencing or filing any Action, against any source of the Financing to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or (ii) pay any definitive agreements related fees in excess of those contemplated by the Financing Commitment (whether to secure waiver of any conditions contained therein or otherwise); provided, that Purchaser shall pay all fees required by the Financing Commitment as they become due. (c) The Company shall (and shall cause its Subsidiaries to) provide to Purchaser, and shall use reasonable best efforts to cause Representatives of the Company and its Subsidiaries to provide to Purchaser, on a timely basis, all cooperation in connection with the arrangement and syndication of the Financing (including the marketing efforts in connection therewith) and the repayment of any indebtedness of the Company and its Subsidiaries as may be reasonably requested by Purchaser, including by (i) providing reasonable cooperation with the marketing efforts of Purchaser and lenders or initial purchasers for any of the Financing, including using reasonable best efforts to cause its Representatives (including senior management and advisors of the Company and its Subsidiaries) to be available, during normal working hours and upon reasonable notice, to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions, and sessions with rating agencies, and using its commercially reasonable efforts to ensure that any syndication efforts benefit from any existing Company banking relationships, (ii) assisting with the preparation of customary materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (to the Financingextent relating to the Company and its Subsidiaries), registration statements, prospectuses, road show presentations and similar documents reasonably necessary or advisable in connection with the Financing and offering of equity securities of Purchaser contemplated hereby, including the preparation and furnishing in a timely fashion of all financial statements and other data customary to be included in connection therewith (including all audited financial statements, all unaudited financial statements (which shall have been reviewed by the independent accountants for the Company as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722) and all information regarding the Company and its Subsidiaries reasonably required for the Purchaser to prepare pro forma financial statements, financial data, audit reports and other information regarding the Company and its Subsidiaries of the type required by and in compliance with Regulation S-X and Regulation S-K promulgated under the Securities Act of 1933, as amended, and related forms and all information regarding the Company and its Subsidiaries reasonably necessary for the preparation of financial projections and a financial model for the Purchaser after giving effect to the Merger (A) for a registered public offering of debt securities, and of type and form customarily included in private placements of debt securities under Rule 144A, to consummate the offering(s) of debt securities contemplated by the Financing Commitment and (B) for the syndication of bridge loan commitments and facilities and asset based loan commitments and facilities contemplated under the Financing Commitment, (iii) assist with the preparation of definitive financing documents and provide Financing Sources with reasonable access to the properties, books and records of the Company and its Subsidiaries during normal working hours (to the extent practicable) and upon reasonable notice, (iv) using commercially reasonable efforts to cause the Company’s independent auditors to provide, consistent with customary practice, (A) consent to SEC filings and offering memoranda that include or incorporate the Company’s consolidated financial information and their reports thereon, in each case, without to the extent such consent is required, customary auditors reports and customary comfort letters (including “negative assurance” comfort) with respect to financial information relating to the Company and its Subsidiaries, (B) reasonable assistance in the preparation of pro forma financial statements by Purchaser and (C) provide reasonable assistance and cooperation to Purchaser, including attending accounting due diligence sessions, (v) providing financial and other pertinent information regarding the Company and its Subsidiaries reasonably requested, including unaudited monthly financial statements for the Company and its Subsidiaries on a consolidated basis (excluding footnotes), to the extent the Company customarily prepares such financial statements, within the time frame such statements are prepared, (vi) providing and executing documents as may be reasonably requested by Purchaser (excluding legal opinions and solvency certificates); (vii) using reasonable best efforts to permit the Financing Sources and other prospective lenders involved in the Financing to evaluate the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed)current assets, provided that any such amendmentcash management and accounting system, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, policies and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely procedures relating thereto for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments establishing collateral arrangements as of the date of this Agreement so long as such addition does not preventClosing, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendmentincluding account control agreements, replacement, supplement or modification of (viii) reasonably cooperating with the Financing Commitments Sources and their respective agents with respect to their due diligence, including by giving access to documentation reasonably requested by persons in accordance connection with this Section 5.10capital markets transactions, the term “Financing Commitments” shall mean (ix) furnishing Purchaser and the Financing Commitments as so amended, replaced, supplemented or modified.Sources promptly with all documentation and other information required by any Governmental Entity wit

Financing. (a) The Debt Purchaser Subject to the terms and conditions of this Agreement, Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of the Financing on the terms and conditions described in the Financing CommitmentsLetters, after giving effect to the market flex terms in the Fee Letter, and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Financing Letters or the Fee Letter, if such amendment, modification or waiver (i) reduces the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount) or (ii) imposes new or additional conditions or other terms or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing or other terms in a manner that could reasonably be expected to (x) delay or prevent the Closing (y) make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur or (z) adversely impact the ability of Parent and Merger Sub to enforce their rights against the other parties to the Financing Letters or the definitive agreements with respect thereto; provided that Parent and Merger Sub shall have the right to substitute other debt (but not equity financing) for all or any portion of the Debt Financing contemplated by the Debt Commitment Letter from the same and/or alternative financing sources; provided, further, that such substitution shall only be permitted if (i) the terms would not be reasonably expected to delay or prevent the Closing or make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing less likely to occur, (ii) the conditions to the Debt Financing set forth in the Debt Commitment Letter as of the date hereof would not be expanded or modified in a manner that would reasonably be expected to delay or prevent the Closing and (iii) the terms and conditions are not, in the aggregate, less favorable to the Company than those in the Debt Commitment Letter, after giving effect to the market flex terms in the Fee Letters and provided, further, that any such substitute financing shall not obligate any of Stockholder or its Affiliates (other than the Companies) as a surety, guarantor or indemnitor or to extend credit to any Person. Any reference in this Agreement to (A) maintain in effect “Financing,” “Equity Financing” and “Debt Financing” shall include the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or financing contemplated by the Financing Commitments and (D) consummate the Financing at Letters as amended or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, modified in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance compliance with this Section 5.10, the term 5.11 and (B) “Financing CommitmentsLetters,” “Equity Commitment Letter,” “Debt Commitment Letter” and “Fee Letter” shall mean the Financing Commitments include such documents as so amended, replaced, supplemented amended or modifiedmodified in compliance with this Section 5.11.

Financing. (a) The Debt Purchaser Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to takehave its and their representatives, or cause to be takenincluding management, all actions personnel, attorneys, financial advisors, accountants and to doother professionals, or cause to be done, all things necessary cooperate with Parent and its representatives in connection with the arrangements by Parent and Purchaser to obtain the proceeds Financing (or any alternative Financing as Parent may obtain) as may be reasonably requested by Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Financing on Company and its Subsidiaries or unreasonably interfere with or hinder or delay in any material aspect the terms performance by the Company of its other obligations hereunder), including (i) participation in meetings, drafting sessions and conditions described due diligence sessions, (ii) furnishing Parent and Purchaser and their financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent, (iii) assisting Parent and Purchaser and their financing sources in the Financing Commitments, including to preparation of (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable an offering document for any debt raised to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or complete the transactions contemplated by this Agreement and (B) materials for rating agency presentations, (iv) mortgaging or otherwise borrowing money against any Owned Real Property, the TDC Agreement; and provided that proceeds of which the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments Company will hold as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification cash in furtherance of the Financing Commitments and (v) reasonably facilitating the pledge of the Company’s assets as collateral; provided, however, that none of the Company or its Subsidiaries will be required in accordance connection with this Section 5.10the Financing or any alternative financing as Parent may obtain or with respect to clauses (iv) and (v) to pay any commitment or other similar fee (unless such commitment or fee is paid by Parent) or incur any other liability or expense (unless such expense is paid by Parent) that would accrue prior to the Purchase Time or consummate any of the transactions referred to in clauses (iv) and (v) prior to the Purchase Time. Prior to the Purchase Time, the term “Financing Commitments” Company shall mean (X), when requested by Parent, monetize (at then standard commercial terms at not less than 50% of face value) any auction-rate securities held by the Financing Commitments as so amendedCompany or its Subsidiaries (Parent and Purchaser hereby acknowledging that the market for such auction-rate securities are illiquid at the present time) or (Y), replacedif the market for such auction-rate securities becomes liquid (whereby such securities may be sold at no less than 100% of face value), supplemented monetize (at no less than 100% of face value) any auction-rate securities held by the Company or modifiedits Subsidiaries, and in the case of (X) or (Y), the proceeds of such monetization shall be used by the Company solely to first, pay at the Purchase Time amounts due under the Termination Agreements, and thereafter, to the extent of any remaining proceeds, pay the amounts described in item 1 of Section 4.7(f) of the Disclosure Schedule.

Financing. (a) The Debt Purchaser shall Subject to the terms and conditions of this Agreement, Parent will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the proceeds of the Financing on the terms and conditions described in the Financing CommitmentsDebt Commitment Letters, including and will not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letters if such amendment, modification or waiver would (i) reduce the aggregate amount of the Financing, or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Financing, in the case of either clause (i) or (ii) above, in a manner that would reasonably be expected to (A) maintain in effect materially delay or prevent the Financing CommitmentsClosing Date, (B) satisfy on a timely basis all make the funding of the Financing (or satisfaction of the conditions applicable to obtaining the Financing) materially less likely to occur or (C) materially adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Debt Purchaser to obtaining Commitment Letters or the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in thereto, the ability of Parent or contemplated by the Financing Commitments and (D) Merger Sub to consummate the Financing at Transactions or prior to the Closing (including by seeking to enforce its rights under likelihood of consummation of the Roll-Over Commitments against the lenders Transactions; provided, however, that Parent and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments Merger Sub may (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that amend the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding Commitment Letters to add lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had not executed the Roll-Over Commitments Debt Commitment Letters as of the date of this Agreement or (ii) otherwise amend or replace the Debt Commitment Letters so long as (x) such addition does amendment do not preventimpose terms or conditions that would reasonably be expected to materially delay or prevent the Closing, (y) the terms are not, taken as a whole, materially impede less beneficial to Parent or Merger Sub, with respect to conditionality, than those in the Debt Commitment Letters as in effect on the date of this Agreement and (z) with respect to replacements, the replacement debt commitments otherwise satisfy the terms and conditions of an Alternative Financing set forth below. In the event of such amendment or replacement of the Debt Commitment Letters as permitted by the proviso to the immediately preceding sentence, the financing under such amended or replaced Debt Commitment Letters will be deemed to be “Financing” as such term is used in this Agreement. Parent will use its reasonable best efforts to (I) maintain in effect the Debt Commitment Letters (including any definitive agreements entered into in connection therewith), (II) satisfy on a timely basis all conditions in the Financing Agreements applicable to Parent and Merger Sub to obtaining the Financing as promptly as reasonably practicable, (III) negotiate and enter into definitive agreements with respect to the Debt Commitment Letters on terms and conditions contained in the Debt Commitment Letters or consistent in all material respects with the Debt Commitment Letters as promptly as reasonably practicable (such definitive agreements, together with the Debt Commitment Letters, the “Financing Agreements”) and promptly upon execution thereof provide complete executed copies of such definitive agreements to the Company, (IV) consummate the Financing at or prior to the Closing and (V) fully enforce the counterparties’ obligations and its rights under the Financing Agreements, including by suit or other appropriate proceeding to cause the lenders under the Financing to fund in accordance with their respective commitments if all conditions to funding the Financing in the applicable Financing Agreements have been satisfied or waived. Parent will keep the Company reasonably informed on a timely basis of the status of Parent’s and Merger Sub’s efforts to arrange the Financing and to satisfy the conditions thereof, including, upon Company’s reasonable request, (A) advising and updating the Company, in a reasonable level of detail, with respect to status, proposed Closing Date and material terms of the material definitive documentation for the Financing and (B) providing copies of the current drafts of all such definitive documentation. If any portion of that amount of the Financing necessary to consummate the Transactions becomes reasonably likely to be unavailable on the material terms and conditions contemplated by the applicable Financing Agreements, (i) Parent will promptly notify the Company and (ii) Parent will use its reasonable best efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions with terms and conditions not materially delay less favorable, taken as a whole, to Parent, Merger Sub and the Company than the terms and conditions set forth in the applicable Financing Agreements (“Alternative Financing”) as promptly as practicable following the occurrence of such event. In such event, (1) the term “Financing” as used in this Agreement will be deemed to include any such alternative debt financing, (2) the term “Financing” will be deemed to include the Alternative Financing, (3) the term “Debt Commitment Letters” will be deemed to include any commitment letters with respect to any such alternative debt financing and (4) the term “Financing Agreements” will be deemed to include any definitive agreement with respect to the Alternative Financing. (b) The Company will provide to Parent, and will cause its Subsidiaries to provide, at Parent’s cost and expense as provided in Section 6.13(d), and will use reasonable best efforts to cause its Representatives to provide, all cooperation reasonably requested by Parent that is customary and necessary in connection with arranging, obtaining and syndicating the Financing and causing the conditions in the Financing Agreements to be satisfied, including using reasonable best efforts in (i) assisting with the preparation of offering and syndication documents and materials, including prospectuses, private placement memoranda, information memoranda and packages, lender and investor presentations, rating agency materials and presentations, and similar documents and materials, in connection with the Financing, and providing reasonable and customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders and containing customary information (all such documents and materials, collectively, the “Offering Documents”), (ii) preparing and furnishing to Parent and the Financing Sources as promptly as practicable with all Required Information to the extent it is available to the Company and all other information and disclosures relating to the Company and its Subsidiaries (including their businesses, operations, financial projections and prospects) as may be reasonably requested by Parent to assist in preparation of the Offering Documents, (iii) having the Company designate a member of senior management of the Company to participate in a reasonable number of presentations, road shows, due diligence sessions, drafting sessions and sessions with ratings agencies in connection with the Financing, including direct contact between such senior management of the Company and its Subsidiaries and Parent’s Financing Sources and potential lenders in the Financing, (iv) assisting Parent in obtaining any corporate credit and family ratings from any ratings agencies contemplated by the Debt Commitment Letters, (v) requesting the Company’s independent auditors to cooperate with Parent’s reasonable best efforts to obtain accountant’s comfort letters and consents from the Company’s independent auditors, (vi) assisting in the preparation of, and executing and delivering, definitive financing documents, including guarantee and collateral documents, hedging agreements and other certificates and documents as may be requested by Parent, and (vii) subject to any contractual agreement in effect facilitating the pledging of collateral for the Financing, including taking commercially reasonable actions necessary to permit the Financing Sources to evaluate the Company’s and its Subsidiaries’ real property and current assets, cash management and accounting systems, policies and procedures for the purpose of establishing collateral arrangements and establishing, as of the Effective Time, bank and other accounts and blocked account agreements and lockbox arrangements in connection with the Financing, (viii) using commercially reasonable efforts to assist the Financing Sources in benefiting from the existing lending relationships of the Company and the Company Subsidiaries, (ix) obtaining from the Company’s existing lenders such consents, approvals, authorizations and instruments which may be reasonably requested by Parent in connection with the Financing and collateral arrangements, including customary payoff letters, lien releases, instruments of termination or discharge, (x) preparing and delivering to Parent any supplements to the above information as may be required pursuant to the Debt Commitment Letters and (xi) cooperating with Parent to the extent within the control of the Company and its Subsidiaries, and taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the RollFinancing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately upon the Effective Time; provided, however, that (A) no obligation of the Company or any Company Subsidiary under any certificate, document, agreement or instrument will be effective until the Effective Time, (B) none of the Company or any Company Subsidiary will be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Effective Time and (C) none of the boards of directors (or equivalent bodies) of the Company or any Company Subsidiary shall be required to enter into any resolutions or take similar action approving the Financing. In connection with the foregoing, the Company will file with the SEC all Company Reports for the annual and quarterly fiscal periods ending on and after December 31, 2011 as soon as practicable but in any event not later than the time period required by law. The Company hereby consents to the use of the Company Subsidiaries’ logos in connection with the Financing in a form and manner mutually agreed with the Company; provided, however, that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company or any Company Subsidiary or the reputation or goodwill of the Company or any Company Subsidiary. The Company will, upon request of Parent, use its reasonable best efforts to periodically update any Required Information (to the extent it is available) to be included in any Offering Document to be used in connection with such Financing so that Parent may ensure that any such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading. (c) Notwithstanding the requirements of Section 6.13(b), (i) solely Parent will be responsible for provision of any post-Over Closing pro forma financial information, including cost savings, synergies, capitalization, ownership or other pro forma adjustments (provided, that for the avoidance of doubt, the Company will provide Parent with financial and other information relating to the Company and its Subsidiaries reasonably requested by Parent to allow Parent to prepare such pro forma financial information) and any financial projections of the Company for and after the Effective Time, (ii) neither the Company nor any Company Subsidiary or their respective Representatives will be required to enter into any certificate, document, agreement or instrument which will be effective prior to the Effective Time, (iii) nothing herein shall require cooperation contemplated thereby to the extent it would interfere unreasonably with the business or operations of the Company or any Company Subsidiary, (iv) none of the Company or any Company Subsidiary will be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Effective Time, and (iv) nothing herein will require cooperation or assistance from a Company director, officer or employee to the extent such Company director, officer or employee is reasonably likely to incur any personal financial liability by providing such cooperation or assistance that will not be repaid or reimbursed in full by the Parent. (d) Parent will promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by Section 6.13(b). Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing (including any action taken in accordance with this Section 6.13) and any information used in connection therewith, except with respect to any information relating to the Company provided in writing by the Company or any of its Subsidiaries. (e) Parent and Merger Sub acknowledge and agree that the obtaining of Financing, or any Alternative Financing, is not a condition to Closing and reaffirm their obligation to consummate the transactions contemplated by this Agreement or irrespective and independently of the TDC Agreement. Upon any such amendment, replacement, supplement or modification availability of the Financing Commitments or any Alternative Financing, subject to fulfillment or waiver of the conditions set forth in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedARTICLE VII.

Financing. (a) The Debt Purchaser Each of Parent and Merger Sub shall, and shall cause each of its respective controlled affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to consummate and to obtain the proceeds of Debt Financing on or prior to the Financing Acceptance Time on the terms and conditions described in the Financing Commitments, including to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control Commitment Letter (including by consummating the Equity Financing at or prior to exercise of any “market flex” provisions in the Closing), (CFee Letter) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacementsupplement, supplement modification or other modification ofreplacement to be made to, or waive any waiver of any provision or any of its rights under, any Financing the Commitment Letter or any definitive agreements related to the Financing, in each case, Definitive Agreements without the Company’s prior written consent of the Company (which consent shall not be unreasonably withheld withheld, conditioned or delayed), provided that any if such amendment, replacementsupplement, supplement modification, replacement or other modification to the Roll-Over Commitments waiver (i) does not involve any conditions reduces the aggregate cash amount of proceeds of the Debt Financing to funding an amount below the Roll-Over amount (that are not contained inwhen combined with the liquidity Parent then contemplates to be, and satisfied on which is available to be, applied thereto) required to consummate the date of entry into, such amendment, replacement, supplement or other modification to the same extent asOffer, the Roll-Over Commitments Merger and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the other transactions contemplated by this Agreement and to repay or refinance the debt contemplated to be replaced by the Commitment Letter, including the payment of all fees, premiums and expenses associated therewith, (ii) imposes new or additional conditions or any contingencies or otherwise expands upon, amends, supplements or otherwise modifies any of the conditions set forth in the Commitment Letter on the date hereof in a manner that would or would reasonably be expected to make a material portion of the Debt Financing less likely to be timely obtained (or the TDC Agreement; and provided that conditions to obtaining the Debt Purchaser Financing less likely to be timely satisfied), (iii) prevents, materially impedes or materially delays the Closing, (iv) adversely impacts the ability of either Parent or Guarantor to enforce its rights against any other parties to the Commitment Letter or the Definitive Agreements in any material respect or (v) materially adversely impacts the ability of Parent or Merger Sub to consummate the Offer at the Acceptance Time, the Merger at the Closing or any of the other transactions contemplated by this Agreement. For the avoidance of doubt, Parent and Merger Sub may amend, supplement, modify or replace the Commitment Letter and amend the Roll-Over Commitments solely for Fee Letter, in each case as in effect at the purpose of adding date hereto, or the Definitive Agreements, but only if any such amendment, supplement, modification or replacement is not inconsistent with the immediately preceding sentence, (w) to add or replace lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who which had not executed the Roll-Over Commitments Commitment Letter and the Fee Letter as of the date hereof, (x) to increase the amount of indebtedness, (y) to add or replace facilities with one or more new facilities or (z) otherwise in a manner not less favorable taken as a whole to Parent and Merger Sub. For purposes of this Agreement so long Agreement, (1) the term “Debt Financing” shall be deemed to include the Debt Financing, as amended, modified or replaced pursuant to this Section 5.2(a) and (2) the term “Commitment Letter” shall be deemed to include the Commitment Letter as it may be amended, supplemented, modified or replaced pursuant to this Section 5.2(a). Parent shall promptly deliver to the Company a true and complete copy of any such addition does not preventamendment, materially impede supplement, modification, replacement or materially delay the consummation waiver of the Roll-Over Commitment Letter or the Definitive Agreements. (b) Each of Parent and Merger Sub shall, and shall cause each of its respective controlled affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and to obtain the Debt Financing on or prior to the Acceptance Time on the terms and conditions described in the Commitment Letter (including the exercise of any “market flex” provisions in the Fee Letter), including using reasonable best efforts to (i) comply with the terms and conditions of, and maintain in effect, the Commitment Letter pursuant to its terms (except for amendments, supplements, modifications and replacements made in compliance with Section 5.2(a)), (ii) negotiate and enter into, at or prior to the Acceptance Time, definitive agreements (such definitive agreements, the “Definitive Agreements”) with respect to the Debt Financing (and promptly upon the execution and delivery thereof, provide true and complete copies of the Definitive Agreements to the Company) on the terms and conditions set forth in the Commitment Letter (including, if necessary, the exercise of “market flex” provisions in the Fee Letter) or on other terms and conditions that would not, if such other terms and conditions constituted an amendment to the Definitive Agreements, be inconsistent with Section 5.2(a), (iii) satisfy on a timely basis (or, if deemed advisable by Guarantor, seek a waiver on a timely basis of) all conditions and covenants applicable to Guarantor and Parent to the funding of the Debt Financing set forth in the Commitment Letter or the Definitive Agreements and (iv) if all conditions to the Debt Financing are, or upon funding of the Debt Financing will be, satisfied, cause the Financing Sources to comply with their obligations under the Commitment Letter and the Definitive Agreements and to fund at or prior to the Acceptance Time, the Debt Financing required to consummate the Offer at the Acceptance Time, the Merger at the Closing and the other transactions contemplated by this Agreement, including, if necessary, enforcing its rights under the Commitment Letter and the Definitive Agreements, provided however, under no circumstances shall Parent or Guarantor be required to commence or sustain legal proceedings in connection therewith. (c) In the event that all or any portion of the Debt Financing becomes unavailable and such portion is reasonably required to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, each of Guarantor and Parent shall use its reasonable best efforts to arrange and timely obtain substitute financing (on terms and conditions that are not materially less favorable to Guarantor and Parent, taken as a whole, than the terms and conditions set forth in the Commitment Letter relating to the Debt Financing to be replaced, taking into account the “market flex” provisions thereof) from the same or alternative sources in an amount sufficient to consummate Offer, the Merger and the other transactions contemplated by this Agreement or (the TDC Agreement. Upon any such amendment“Substitute Financing”) (and shall promptly upon the execution and delivery thereof, replacement, supplement or modification provide to the Company true and complete copies of the material, definitive documents related to the Substitute Financing Commitments (provided that, with respect to any fee letters, the fee amounts, pricing caps and other economic terms, and the rates and amounts included in accordance with this Section 5.10the “market flex” provisions (but not covenants), may be redacted). All references to the term “Financing CommitmentsDebt Financing” shall mean be deemed to include such Substitute Financing and all references to the “Commitment Letter,” the “Fee Letter” and “Definitive Agreements” shall include the applicable documents for the Substitute Financing. Parent shall give the Company prompt written notice of any (i) material breach by any party to the Commitment Letter or the Definitive Agreements of which Parent or Merger Sub becomes aware or (ii) receipt by it of any written notice from any the Lenders or any other Financing Commitments as so amendedSources with respect to any actual or threatened withdrawal, replaced, supplemented repudiation or modifiedtermination of the Debt Financing by the Lenders or any other Financing Sources. Parent shall keep the Company reasonably informed of the status of the efforts of Guarantor and Parent to arrange and obtain the Debt Financing.

Financing. (a) The Debt Purchaser During the Pre-Closing Period, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to obtain the proceeds of the Equity Financing on the terms and conditions described in the Financing CommitmentsEquity Commitment Letter (or other terms and conditions as Parent shall agree so long as not in contravention of this Section 6.15(a)), including maintaining in effect the Equity Commitment Letter in accordance with the terms and subject to the conditions thereof, complying with its obligations pursuant to the Equity Commitment Letter and enforcing its rights pursuant to the Equity Commitment Letter. Parent shall cooperate with and assist the Company in enforcing its third party beneficiary rights under the Equity Commitment Letter. Parent shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Equity Commitment Letter if such amendment, modification or waiver would, or would reasonably be expected to (i) reduce the aggregate amount of the Equity Financing (except as expressly permitted by the Equity Commitment Letter), (ii) impose new or additional conditions or other terms or otherwise expand, amend or modify any of the conditions to the receipt of the Equity Financing or any other terms to the Equity Financing in a manner that would reasonably be expected to (A) maintain in effect delay or prevent the Financing CommitmentsClosing Date, or (B) satisfy on a make the timely basis all funding of the Equity Financing, or the satisfaction of the conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control Equity Financing, less likely to occur in any respect, or (including by consummating iii) adversely impact the Equity Financing at ability of Parent, Merger Sub or prior to the Closing)Company, (C) to the extent not previously entered intoas applicable, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Equity Commitment or any definitive agreements related to the FinancingLetter, in each case, without unless otherwise agreed to by the Company in writing. Parent shall give the Company prompt written notice of any material breach by any party to the Equity Commitment Letter, of which Parent becomes aware, or any termination of the Equity Commitment Letter or unavailability of any portion of the Equity Financing. (b) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to cause their respective Representatives, to provide to Parent, all reasonable cooperation (x) reasonably requested by Parent and (y) as is necessary and customary to assist Parent in connection with the arrangement of any debt financing in connection with the transactions contemplated herein (the “Debt Financing”), including to: (i) promptly (and in any event, no later than five (5) Business Days after the date hereof) provide Parent and its Financing Sources and their respective agents with the Financial Statements, (ii) participate in a reasonable number of meetings, presentations, drafting sessions, due diligence sessions, sessions with prospective Financing Sources, including direct contact between senior management and the other Representatives of the Company, on the one hand, and the actual and potential Financing Sources, on the other hand (including reasonable and customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders, purchasers and other financing sources with respect to, the Debt Financing (collectively, the “Financing Sources”)), and, if reasonably requested by Parent, sessions with rating agencies, in each case, at reasonable times and locations mutually agreed, (iii) assist with the preparation of materials for investor presentations, bank information memoranda, confidential information memoranda, marketing materials and similar documents required in connection with the Debt Financing and, if reasonably requested by Parent rating agency materials; (iv) provide appropriate representations in connection with the preparation of financial statements and other financial data of the Company (provided that in no event shall such representations with respect to financial information exceed the scope of the representations and warranties contained in Section 4.9 and shall be effective no earlier than as of the Closing) and direct the Company’s prior written consent independent auditors to provide reasonable and customary assistance and cooperation in connection with the Debt Financing; (which consent shall not v) cooperate with the marketing efforts of Parent and its Financing Sources for any portion of the Debt Financing; (vi) facilitate the obtaining of guarantees, pledging of collateral in connection with the Debt Financing, including using commercially reasonable efforts to cause individuals who will continue as officers, directors or managers of the Company or its Subsidiaries after the Closing to execute and deliver on behalf of the Company or its Subsidiaries, as applicable, customary guarantee, pledge and security documents, currency or interest hedging arrangements or other definitive financing documents or other customary certificates, legal opinions or documents as may be unreasonably withheld or delayed)reasonably requested by Parent (including a certificate of the chief financial officer with respect to solvency matters as of the Closing on a pro forma basis) to facilitate any such guarantee, obtaining and perfection of security interests in collateral from and after the Closing, in each case, as are necessary and customary in connection with the Debt Financing (provided that any rights, interests, obligations or covenants contained in such amendmentdocuments shall be effective no earlier than as of the Closing); (vii) provide, replacement, supplement or other modification at least three (3) Business Days prior to the RollClosing, to Parent and its Financing Sources all documentation and other information required by regulatory authorities under applicable “know your customer”, FinCEN and anti-Over Commitments money laundering rules and regulations, including the PATRIOT Act to the extent such documentation or information is requested at least ten (i10) does not involve any conditions Business Days in advance of Closing; (viii) use commercially reasonable efforts to funding cause individuals that will continue as officers, directors or managers of the Roll-Over that are not contained in, Company or its Subsidiaries to take corporate action (subject to the occurrence of the Closing) reasonably necessary to permit the completion of the Debt Financing; (ix) assist with the payoff of existing Indebtedness of the Company and satisfied the Acquired Companies on the date Closing Date and the release of entry intorelated Liens on the Closing Date (including obtaining customary payoff letters, such amendment, replacement, supplement or lien terminations and other modification instruments of discharge); and (x) to the same extent asapplicable, provide customary authorization letters to the Parent and its Financing Sources authorizing the distribution of information to the Financing Sources and containing a representation to the Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company, the RollAcquired Companies or any of their respective securities. The Company hereby consents to the reasonable use of the Company’s logos in connection with the arranging and consummation of the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or their marks. Notwithstanding anything to the contrary herein, in no event shall (A) any officer or employee of an Acquired Company be required to execute any agreement or document to the extent such agreement or document is not contingent upon the Closing or would be effective prior to the Closing, or otherwise require any such person to bear or assume any personal liability (other than the customary authorization letters referred to above), (B)(i) the pre-Over Commitments Closing board of directors of the Company and (ii) does not preventthe pre-Closing directors, materially impede or materially delay the consummation managers and general partners of the RollAcquired Companies be required to adopt resolutions or (C) the Company or any Acquired Company be required to prepare any pro-Over forma financial statements to comply with its obligations hereunder (subject to the obligations hereunder to cooperate in the preparation thereof). (c) Nothing in this Agreement (including this Section 6.15 will require cooperation of the Company or any of its Subsidiaries to the extent it would (i) require the Company or any of its Subsidiaries to take any action that would reasonably be expected to conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, the organizational documents of the Company or any of its Subsidiaries, any material contract, or any Applicable Law, to waive or amend any term of this Agreement, or to cause any representation or warranty in this Agreement to be breached by the Company, (ii) unreasonably interfere with the conduct of the business or operations of the Company or any of its Subsidiaries, (iii) result in any officer, manager or director (or Person occupying a similar position) of the Company or any its Subsidiaries incurring (or potentially incurring) personal liability with respect to any matters relating to the Debt Financing or the transactions contemplated by this Agreement approval thereof, (iv) require the Company or any of its Subsidiaries or any of their respective Affiliates to incur any liability or commit to any obligation that is not contingent upon the TDC Agreement; and provided occurrence of the Closing, (v) require providing access to or disclose information that the Debt Purchaser may replace Company is advised by legal counsel would jeopardize any attorney-client privilege of, or violate confidentiality requirements binding on, the Company or any of its Subsidiaries (provided that, in either case, the Company and amend its Subsidiaries shall reasonably cooperate in seeking alternative means (including through entering into a common interest agreement or such other means to allow disclosure but not waive attorney-client privilege) whereby such information will be provided or disclosed to Parent without violating any such agreement or waiving such attorney-client privilege), or (vi) require any such Person to change any fiscal period. (d) Parent shall reimburse the RollAcquired Companies for all reasonable out-Over Commitments solely for of-pocket and documented expenses incurred in connection with the purpose of adding lenders, lead arrangers, book runners, syndication agents actions taken at Parent’s request pursuant to this Section 6.15. Parent shall indemnify and hold harmless the Acquired Companies and their respective Representatives from and against any and all losses suffered or similar entities who had not executed incurred by them in connection with the Roll-Over Commitments as arrangement of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon Debt Financing (including any such amendment, replacement, supplement or modification of the Financing Commitments action taken in accordance with this Section 5.106.15) and any information utilized in connection therewith (other than information provided by or on behalf of the Company or any of its Subsidiaries expressly for use in connection therewith), except to the extent arising from the gross negligence, bad faith or willful and intentional misconduct of any Acquired Company or their respective Representatives as determined by a court of competent jurisdiction in a final non-appealable court order. (e) To the extent there are any receivables, payables or loans between the Company or any of its Subsidiaries, other than Bayswater and any of its Subsidiaries (the “Bayswater Entities”), on the one hand, and any of the Bayswater Entities, on the other hand (the “Intercompany Payables, Receivables and Loans”), the term “Financing Commitments” Company shall mean cause all such Intercompany Payables, Receivables and Loans to be either (i) fully paid and satisfied by the Financing Commitments party that is the obligor or (ii) extinguished without any liability by the payee by (A) in the case of Subsidiaries of the Company, causing such Intercompany Payables, Receivables and Loans to be distributed to the Company and (B) contributing, directly or indirectly through one or more Subsidiaries, such Intercompany Payables, Receivables and Loans to the capital of the relevant obligee, in each case, as so amended, replaced, supplemented or modifiedof the close of business on the Business Day immediately preceding the Closing Date.

Financing. (a) The Debt Purchaser Parent shall use its reasonable best efforts to take, take or cause to be taken, taken all actions and to do, do or cause to be done, done all things necessary necessary, proper or advisable to (i) maintain in effect the Commitment Letters/Agreement and arrange and obtain the proceeds of Debt Financing and the Investor Financing on the terms and conditions described in the Financing CommitmentsCommitment Letters/Agreement (or on terms no less favorable in any material respect to Parent); (ii) negotiate, including finalize and enter into definitive agreements with respect thereto on the terms and conditions no less favorable in any material respect to any Parent Party than contained in the Commitment Letters/Agreement; (A) maintain in effect the Financing Commitments, (Biii) satisfy on a timely basis all conditions in such definitive agreements that are within its control applicable to Parent; (iv) consummate the Debt Financing and the Investor Financing no later than the Closing Date and (v) in the event all conditions to the Debt Purchaser to obtaining Financing or the Investor Financing that is within its control (including by consummating the Equity Financing at have been satisfied or prior to the Closing)waived, (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against Debt Commitment Letter and the lenders and other persons providing Investor Agreement to the Roll-Over Commitments). extent available in the event of a breach by the applicable Financing Sources. (b) The Debt Purchaser Parent Parties shall not agree to any amendments or permit modifications to, or grant any amendmentwaivers of, replacement, supplement any condition or other modification of, or waive any of its rights under, any Financing provision under the Commitment or any definitive agreements related to the Financing, in each case, Letters without the Company’s prior written consent of the Company if such amendments, modifications or waivers would reduce or would reasonably be expected to reduce the aggregate amount of the applicable Financing (which consent shall not including by changing the amount of fees to be unreasonably withheld paid or delayedoriginal issue discount of the Debt Financing) below the amount necessary to consummate the Merger and the other transactions contemplated by this Agreement when taken together with other cash on hand of the Parent Parties or other sources of cash to become available to the Parent Parties on the Closing Date (including, if applicable, any Alternative Financing), provided impose new or additional conditions or otherwise expand, amend or modify any of the conditions under the Commitment Letters/Agreement that any such amendment, replacement, supplement or other modification would be reasonably likely to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede delay or materially delay impair the consummation ability of the Roll-Over or Parent Parties to consummate the Merger and the other transactions contemplated by this Agreement or (ii) adversely impact the TDC ability of the Parent Parties to enforce their rights against the other parties to the Commitment Letters/Agreement; and provided that . The Parent Parties shall not release or consent to the termination of the obligations of the Lender under the Debt Purchaser may replace Commitment Letters, except in each case for (I) assignments and amend replacements of an individual Lender under the Roll-Over Commitments solely for terms of, and only in connection with, the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede Debt Financing pursuant to the Debt Commitment Letters or materially delay the consummation (II) replacements of the Roll-Over Debt Commitment Letters with alternative financing commitments pursuant to this Section 6.16(b) (an "Alternative Financing"). In the event that any portion of the Debt Financing (x) becomes unavailable or (y) would reasonably be expected to become unavailable in the manner or from the sources contemplated in the Debt Commitment Letters, (i) Parent shall promptly notify the Company and (ii) in the case of subclause (x), the Parent Parties shall use their respective reasonable best efforts to arrange and obtain, and to negotiate and enter into finance commitments and definitive agreements with respect to, an Alternative Financing from alternative financial institutions in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement when taken together with other cash on hand of the Parent Parties or other sources of cash to become available to the Parent Parties on the Closing Date (including, if applicable, any other Alternative Financing) upon terms and conditions no less favorable in all material respects, taken as a whole, to the Parent Parties than those in the Debt Commitment Letters as in effect on the date of this Agreement, as promptly as practicable following the occurrence of such event (and, in any event, no later than the expiration of the Marketing Period). Parent shall (x) furnish to the Company complete, correct and executed copies of the definitive documents with respect to the Debt Financing promptly upon their execution, (y) give the Company prompt notice of any breach or default by any party to any of the Commitment Letters/Agreement or any Alternative Financing commitment with respect to the Debt Financing or any termination thereof or any material dispute or disagreement between or among any parties to the Commitment Letters/Agreement with respect to the obligation to fund the Financing or the TDC Agreement. Upon any such amendment, replacement, supplement or modification amount of the Financing Commitments to be funded at Closing and (z) otherwise keep the Company reasonably informed on a reasonably current basis in reasonable detail of the status of Parent's efforts to arrange the Financing (or any replacement thereof) and all material developments concerning the status thereof. Notwithstanding anything contained in this Agreement to the contrary, the Parent Parties acknowledge and agree that its obligations hereunder are not subject to or conditioned in any manner on the Parent Parties obtaining any financing (including the Financing). (c) Prior to the Closing, the Company shall use its reasonable best efforts to provide, and shall cause the Company Subsidiaries to use reasonable best efforts to provide, such cooperation as is reasonably requested by Parent in connection with the arrangement of the Financing (provided, that such requested cooperation does not (w) interfere unreasonably with the business or operations of the Company and the Company Subsidiaries, (x) require the Company or any Company Subsidiaries to take any action that would conflict with or violate any applicable Law, any of the Organizational Documents of the Company or any Company Subsidiaries or any Material Contract, (y) cause any representation or warranty in this Agreement to be breached by the Company or any Company Subsidiaries or (z) result in any director, manager, employee, officer, accountants, legal counsel or other representatives of the Company or any Company Subsidiaries incurring any actual or potential personal liability), including by using reasonable best efforts to: (i) participate in a reasonable number of meetings (including meetings with prospective lenders and investors), presentations, road shows, drafting sessions and due diligence sessions, including using reasonable best efforts to coordinate direct contact between senior management and the independent auditors of the Company and the Company Subsidiaries, on the one hand, and the actual and potential lenders or investors, on the other hand (which may include one-on-one meetings with potential lenders or investors), and sessions with rating agencies, in each case at reasonable times and locations and with reasonable advance notice, (ii) furnish to Parent as promptly as reasonably practicable (A) the Required Information in a form so that such Required Information (I) is Compliant and (II) meets the applicable requirements set forth in the definition of "Required Information" and (B) such other pertinent and customary information regarding the Company and the Company Subsidiaries as may be reasonably requested by Parent to the extent that such information is required in connection with the Commitment Letters/Agreement to consummate the Financing (provided, that neither the Company nor any Company Subsidiaries shall be required to prepare or deliver (x) any financial statements other than the financial statements included in the definition of "Required Information" or provide any financial information or other information that does not relate to the Company or the Company Subsidiaries, (y) any pro forma financial information or pro forma financial statements or any projections or other information relating to (I) the proposed Financing or any fees or expenses relating thereto or to the Merger, (II) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other adjustments desired to be incorporated into any information used in connection with the Financing or (III) any financial information relating to the Parent Parties or any of their Affiliates), (iii) cause the independent auditors of the Company and the Company Subsidiaries to (A) reasonably cooperate with Parent in connection with the Financing, including by providing customary "comfort letters" (including "negative assurance" comfort) and (B) to provide customary assistance with the due diligence activities of Parent and the Financing Sources and the preparation of the documents referred to in clauses (iv) and (v) below, including any pro forma financial statements to be included therein, and customary consents to the use of audit reports in any disclosure and marketing materials relating to the Financing and related government filings, (iv) provide upon the reasonable request of Parent such information reasonably required to prepare a customary confidential information memorandum (including a version that does not include material non-public information) and other customary materials reasonably required to complete the syndication, including a customary authorization letter, (v) assist Parent in the preparation of (A) customary materials for rating agency and investor presentations (including "roadshow" or investor meeting slides), registration statements, offering memoranda, prospectuses, private placement memoranda, and other customary marketing materials and (B) definitive documentation for the Financing, including any certificates and schedules related thereto, and otherwise reasonably assist in facilitating the provision of guarantees and pledging of collateral contemplated by the Debt Financing, (vi) provide at least three (3) Business Days prior to the Closing Date, all documentation and other information as is required by applicable "know your customer" and anti-money laundering rules and regulations including the USA PATRIOT Act and the beneficial ownership regulations pursuant to 31 C.F.R. §1010.230 and is reasonably requested by Parent at least ten (10) Business Days prior to the Closing Date and (vii) notwithstanding anything to the contrary in Section 6.2(f), ensure that prior to the Closing Date there will be no competing issues, offerings, placements, arrangements or syndications of debt securities or commercial bank or other credit facilities by or on behalf of the Company and the Company Subsidiaries, being offered, placed or arranged without the written consent of the Debt Financing Sources. (d) Notwithstanding anything in this Agreement to the contrary, (i) neither the Company nor any Company Subsidiary shall be required to pay any commitment or other fee or incur any other liability or obligation (except for the obligations set forth in Section 6.16(c)) in connection with the Financing prior to the Closing, (ii) no obligation of the Company or any Company Subsidiary under any document, certificate or instrument executed pursuant to Section 6.16(c) shall be effective until the Closing or be effective if the Closing does not occur, (iii) neither the Company nor any Company Subsidiary shall be required to execute or deliver or have any liability or obligation under any loan agreement or any related document or any other agreement or document (including any certificates, legal opinions or pledge or security documents) or any other action requested hereunder related to the Financing prior to the Closing, except for the customary authorization letter referenced in Section 6.16(c)(iv), and (iv) neither the Company nor any Company Subsidiary shall be required to provide access to or disclose any information or document except in accordance with this Section 5.106.3. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented costs and expenses (including reasonable attorneys' fees) incurred by the Company or any Company Subsidiary or any of their respective representatives in connection with the cooperation of the Company and their Affiliates contemplated by Section 6.16(c). All non-public or other confidential information provided by the Company or its representatives pursuant to Section 6.16(c) will be kept confidential in accordance with the Confidentiality Agreement, except that Parent will be permitted to disclose such information to any Financing Sources or prospective Debt Financing Sources and other financial institutions and investors that may become parties to the Financing and to any underwriters, initial purchasers or placement agents in connection with the Financing (and, in each case, to their respective officers, employees, representatives and advisors) or ratings agencies as contemplated by the Debt Commitment Letters so long as such information shall be kept confidential by them in accordance with customary confidentiality protections. (e) The Company hereby consents to the inclusion of the Financial Statements, the term “Financing Commitments” shall mean Unaudited Interim Financial Statements and the Required Information, as applicable, prior to the Closing in connection with the Financing Commitments in (i) any registration statement filed by EWS in connection with an offering or exchange of securities on Form S-1, Form S-3 or Form S-4 (or any successor forms) under the Securities Act in compliance with the requirements of Regulation S-X and Regulation S-K, as so amendedapplicable, replacedand (ii) any prospectuses, supplemented private placement memoranda, lender and investor presentations, offering documents, bank information memoranda, rating agency presentations and similar documents customarily used in connection with the Financing, including, any customary "offering memoranda" in connection with a debt securities offering, whether public or modifiedprivate. (f) The Company shall, and shall cause the Company Subsidiaries to, reasonably cooperate with EWS to permit EWS and its Affiliates to prepare such unaudited pro forma financial statements for the Company and the Company Subsidiaries for such time periods as required by the Exchange Act, the rules and regulations of the SEC or any rule or regulation of any securities exchange upon which the securities of EWS are listed or traded and as may be determined by EWS or the Financing Sources to be required or appropriate in connection with the Financing. Without limiting the generality of the foregoing, the Company shall, and shall cause the Company Subsidiaries to, at EWS's sole cost and expense, (i) provide EWS and its accountants with reasonable access during normal business hours to financial and other information reasonably requested by EWS in connection with the preparation of such financial statements, including access to work papers of the Company, the Company Subsidiaries and their respective accountants reasonably requested by EWS in connection therewith and (ii) provide reasonable assistance to EWS and its accountants in the preparation of such financial statements.

Financing. (a) The Debt Purchaser Buyer shall use its reasonable best efforts to (x) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to obtain arrange the proceeds Debt Financing and the Sale Leaseback Financing as promptly as practicable following the date of this Agreement and (y) consummate the Debt Financing and the Sale Leaseback Financing on the terms and conditions described in the Financing CommitmentsClosing Date, including to using its reasonable best efforts to: (Ai) maintain in effect the Debt Commitment Letter and not permit or consent to any amendment or modification to be made to, not consent to any waiver of any provision or remedy under, and not replace, the Debt Commitment Letter, if such amendment, modification, waiver or replacement: (A) reduces the aggregate amount of the Debt Financing Commitments, (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) to an amount that would cause Buyer to not have sufficient funds to pay the Purchase Price and to pay all fees and expenses required to be paid by the Buyer relating to the consummation of the transactions contemplated hereby and after giving effect to any increase in the amount of the Equity Financing or (B) satisfy on imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a timely basis all manner that would reasonably be expected to (1) materially delay or prevent the Closing, (2) make the funding of the Debt Financing (or satisfaction of the conditions applicable to obtaining the Debt Financing) less likely to occur or (3) adversely impact the ability of Buyer to enforce its rights against other parties to the Debt Purchaser to obtaining Commitment Letter or the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and when required pursuant to this Agreement (Dprovided that Buyer may (I) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendmentamend, replacementrestate, supplement or other modification of, or waive any of its rights under, any Financing otherwise modify the Debt Commitment or any definitive agreements related Letter to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments x) (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding add lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had not executed the Roll-Over Commitments Debt Commitment Letter as of the date hereof, (ii) remove lenders, lead arrangers, bookrunners, syndication agents or similar entities who executed the Debt Commitment Letter as of this Agreement so long the date hereof, or (iii) to reallocate commitments or change, assign or reassign titles, duties or roles to, or between or among, any entities party thereto, (y) amend the economic or other arrangements with respect to the existing and additional lenders, lead arrangers, bookrunners, syndication agents or similar entities, or (II) make any changes in connection with any “market flex” provisions contemplated by any fee letter related to the Debt Financing (a “Fee Letter”), in each case, if such addition of additional parties, such removal of parties, such reallocation, such assignment, such reassignment, such amendment or such changes (x) do not reduce the Debt Financing to be funded at the Closing, (y) do not result in additional conditions or contingencies to the funding of the Debt Financing or modify in a manner adverse, in any material respect, to Buyer the conditions to funding set forth in the Debt Commitment Letter, or (z) would not, individually or in the aggregate, be reasonably expected to delay or prevent the Closing; (ii) cause the Equity Financing to be consummated upon satisfaction of the Financing Conditions contained in the Equity Commitment Letter; (iii) satisfy on or prior to the Closing Date all Financing Conditions that are within Buyer’s control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms consistent, in all material respects, with the terms contained in, or such other terms that are not materially less favorable to Buyer in the aggregate than, the Debt Commitment Letter; (v) if necessary to achieve a Successful Syndication (as such addition does term is defined in the Fee Letter), accept to the fullest extent all modifications to the Debt Financing provided in the “market flex” provisions contemplated by the Fee Letter; (vi) in the event that the conditions set forth in Section 8.01 and Section 8.02 and the Financing Conditions have been satisfied or, immediately upon funding would be satisfied, cause the Financing Sources to fund the full amount of the Debt Financing at or prior to the Closing (or such lesser amount as may be required to consummate the transactions contemplated hereby); (vii) enforce its rights under the Commitment Letters in the event of a Financing Failure Event to the extent, in the case of the Debt Commitment Letter, such Financing Failure Event results from a breach of the Debt Commitment Letter by the Financing Sources; (viii) maintain in effect and not preventterminate the Sale Leaseback Agreement and not permit or consent to any amendment or modification to be made to the Sale Leaseback Agreement that is materially adverse to the Buyer; (ix) satisfy on or prior to the Closing Date all SLB Conditions that are within Buyer’s control and required to be satisfied on or prior to the Closing Date; (x) in the event that the conditions set forth in Section 8.01 and Section 8.02 and the SLB Conditions have been satisfied or, materially impede upon funding would be immediately satisfied, cause (including by enforcing its rights under the Sale Leaseback Agreement) the Sale Leaseback Purchaser to consummate the transactions under the Sale Leaseback Agreement simultaneously with the Closing hereunder; and (xi) enforce its rights under the Sale Leaseback Agreement Letters in the event of a Financing Failure Event, to the extent such Financing Failure Event results from a breach of the Sale Leaseback Agreement by the Sale Leaseback Purchaser. (b) Buyer, upon the written request of Seller, shall keep Seller informed in reasonable detail of the status of its efforts to arrange the Financing and the Sale Leaseback Financing. Buyer shall give Seller prompt notice of any breach or materially repudiation or other Financing Failure Event, or receipt of a written notice of any anticipated or asserted breach or repudiation or other Financing Failure Event, by any party to the Commitment Letters or the Sale Leaseback Agreement of which Buyer or its Affiliate becomes aware, if such breach or repudiation would reasonably be expected to prevent or delay the consummation Closing Date. Without limiting Buyer’s other obligations under this Section 5.21, if a Financing Failure Event occurs, Buyer shall (i) promptly notify Seller of such Financing Failure Event and the Roll-Over reasons therefor, (ii) in consultation with Seller, use its reasonable best efforts to obtain alternative financing from the same or alternative financing sources (the “Alternative Financing”), in an amount sufficient to pay the Purchase Price at the Closing and consummate the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments and otherwise in accordance with this Section 5.105.21(a), as promptly as practicable following the term occurrence of such event, and (iii) when obtained, provide Seller with a copy of, a replacement financing commitment, if any, in accordance with Section 5.21(a)(i) that provides for such Alternative Financing, if applicable. Notwithstanding anything herein to the contrary, in no event shall Buyer (in its sole discretion) be required to (i) pay any fees in the aggregate in excess of those contemplated by the Debt Commitment Letter or (ii) agree to terms that are outside of, or less favorable than any terms set forth in the Debt Commitment Letter or the Fee Letter (including any “market flex” provision therein). Seller agrees to provide all reasonable cooperation and assistance reasonably requested by Buyer in connection with the arrangement of any such Alternative Financing Commitments” shall mean on a basis consistent Section 5.22 hereof (as though such Alternative Financing were the Debt Financing Commitments as so amended, replaced, supplemented or modifiedand any commitment letter thereunder were the Debt Commitment Letter).

Financing. (a) 7.1 The Debt Purchaser Buyer shall use its reasonable best efforts endeavours to take, or cause to be taken, take all actions and to do, or cause to be done, do all things necessary necessary, proper and advisable to arrange and obtain the proceeds of the Financing on the terms and conditions described in the Financing CommitmentsLetters and, if applicable, the Definitive Financing Documents (or on terms no less favourable in all material respects and in the aggregate, to the Buyer, including with respect to conditionality) prior to the Completion Date, including by: (Aa) maintain not taking any action in effect breach of the Financing CommitmentsLetters; (b) negotiating and entering into Definitive Financing Documents on the terms and conditions reflected in the applicable Financing Letters or on other terms no less favourable, in the aggregate, to the Buyer; (Bc) satisfy on a timely basis satisfying all conditions applicable to the Debt Purchaser to obtaining Buyer in the Financing Letters and, if applicable, the Definitive Financing Documents that is are within its control control; and (including by consummating d) completing the Equity Financing at on or prior to the Closing)Completion Date; provided that, notwithstanding the foregoing or any other provision of this Agreement, the Buyer shall be permitted to arrange such other replacement, amended or alternative financing in lieu of some or all of the Financing as it may determine in its sole discretion, including by syndicating all or a portion of the equity financing and amending, reducing or eliminating the debt financing (Cthe “Substitute Financing”) so long as arranging for such Substitute Financing in lieu of all or a portion of the Financing would not have an adverse effect in any material respect on the Buyer’s ability to, or the speed at which the Buyer could otherwise, complete the Transactions. 7.2 Subject to the extent not previously entered intolast proviso in clause 7.1, enter into definitive agreements the Buyer shall use its best endeavors to procure that no amendment or modification is made to, and no waiver of any provision is made under or with respect thereto on terms and to, the Financing Letters or any Definitive Financing Document, if such amendment, modification or waiver: (a) amends or expands (in a manner adverse to any Seller or the Buyer) the conditions described to the Financing in any respect, including any such amendment or contemplated expansion that could make such conditions less likely to be satisfied by the Financing Commitments and Completion Date; (Db) consummate could reasonably be expected to prevent the Financing at from being obtained or prior to reduce the Closing likelihood that the Financing would be obtained, or delay the date on which the Financing would be obtained; or (including by seeking c) adversely impacts the ability of any Buyer’s Group Undertaking or any Seller to enforce its rights under against other parties to the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment Letters or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date Definitive Financing Document. For purposes of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified.this

Financing. (a) The Debt Purchaser Each of the Buyer Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange, obtain the proceeds of the Financing on the terms and conditions described in the Financing Commitments, including to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing on the terms and conditions described in the Commitment Letters, including using reasonable best efforts to (including by seeking i) maintain in full force and effect the Commitment Letters, (ii) negotiate, enter into and deliver the definitive agreements with respect to the Debt Financing to be entered into at or prior to the Closing (the “Definitive Financing Agreements”) consistent with the terms and conditions contained in the Debt Commitment Letters (taking into account any “flex” provisions included in the Fee Letter), (iii) satisfy at or prior to Closing all conditions and covenants to the funding of the Financing in the Commitment Letters and the Definitive Financing Agreements applicable to the Buyer Parties and their respective Affiliates, (iv) assuming that all conditions set forth in the Commitment Letters have been satisfied, borrow on or prior to the Closing Date an amount necessary to consummate the transactions contemplated hereby on the Closing Date or (v) enforce all of its rights under the Roll-Over Commitments against Commitment Letters and Definitive Financing Agreements including seeking specific performance of the lenders and other persons providing the Roll-Over Commitments)parties thereunder. The Debt Purchaser Buyer Parties shall not agree to or not, without the prior written consent of the Company, permit any amendment, replacement, supplement or other modification ofto, or waive any waiver of its rights any provision or remedy under, restate, substitute or replace, the Commitment Letters if such amendment, supplement, modification, waiver, restatement, substitution or replacement (1) would add new (or expand, amend or modify any Financing Commitment or any definitive agreements related existing) conditions to the receipt of the Financing, in each case(2) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Financing below the Required Amount, without the Company’s prior written consent (which consent shall not 3) would otherwise reasonably be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification expected to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede impede, impair or materially delay the consummation of the Roll-Over transactions contemplated hereby or (4) would adversely impact the ability of any of the Buyer Parties to enforce their rights against the other parties to the Commitment Letters or the transactions contemplated by this Agreement or the TDC AgreementDefinitive Financing Agreements; and provided provided, that the Debt Purchaser Buyer Parties may replace and amend the Roll-Over Commitments solely for the purpose of adding Debt Commitment Letters to add lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had that have not executed the Roll-Over Commitments Debt Commitment Letters as of the date of this Agreement so long Agreement. As promptly as such addition does not preventpracticable following execution thereof, materially impede the Buyer Parties shall furnish to the Company a correct and executed copy of any amendment, restatement, replacement, supplement, modification, waiver or materially delay consent of or relating to the consummation of Debt Commitment Letter and the Roll-Over or Fee Letters and any other fee letters entered into in connection with the transactions contemplated by this Agreement or the TDC AgreementDebt Financing. Upon any such permitted amendment, replacementsupplement, supplement modification, waiver or modification replacement of the Financing Commitments Debt Commitment Letters in accordance with this Section 5.106.4(b), the term terms “Financing CommitmentsDebt Commitment Letters,” “Fee Letters” and “Debt Financing” shall mean refer to the Financing Commitments Debt Commitment Letters as so amended, replacedsupplemented, supplemented modified, waived or modifiedreplaced and the financing contemplated thereby. (b) In the event that any portion of the Debt Financing becomes unavailable, regardless of the reason therefor, the Buyer Parties will (i) use their respective reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, alternative debt financing (as applicable, in an amount sufficient to consummate the transactions contemplated hereby) from the same or other sources and on terms and conditions (taking into account any “flex” provisions included in the Fee Letter) in an amount sufficient for satisfaction of all of the Buyer Parties’ payment obligations under this Agreement due on or prior to the Closing or are not materially less favorable to the Buyer Parties (as determined by Parent in its sole discretion) than such unavailable Debt Financing (the “Alternative Financing”), with it being understood and agreed that if the Buyer Parties proceed with any Alternative Financing, the Buyer Parties shall be subject to the same obligations with respect to such Alternative Financing as set forth in this Agreement with respect to the Debt Financing, and (ii) promptly notify the Company of such unavailability. For the purposes of this Agreement, (i) the term “Debt Financing” shall be deemed to include the Debt Financing and any such Alternative Financing, (ii) the term “Debt Commitment Letters” and the “Fee Letter” shall include the Debt Commitment Letter and any Fee Letter, as applicable, shall be deemed to include any commitment letter (or similar agreement) and any fee letter, respectively, with respect to any Alternative Financing arranged in compliance herewith (and any Debt Commitment Letters or Fee Letters remaining in effect at the time in question) and (iii) the “Definitive Financing Agreements” shall include the definitive documentation relating to the debt financing contemplated by the Debt Commitment Letter and any such Alternative Financing. Upon the Company’s request, the Buyer Parties shall keep the Company informed, in reasonable detail, of the status of their efforts to arrange the Debt Financing. Without limiting the generality of the foregoing, the Buyer Parties shall provide the Company with prompt written notice of (A) any breach or default (or any event that, with or without notice, passage of time or both, would give rise to any breach or default) by any party to any Commitment Letter or the Definitive Financing Agreements of which the Buyer Parties become aware that would adversely affect the ability or likelihood of the Buyer Parties to timely consummate the transactions contemplated hereby at the Closing, (B) the termination of the Debt Commitment Letter, (C) the occurrence of an event or development that would adversely impact the ability of the Buyer Parties to obtain all or any portion of the Debt Financing or (D) any condition precedent to the Debt Financing that any of the Buyer Parties has any reason to believe will not be satisfied at or prior to the Closing Date. Notwithstanding anything to the contrary herein, no Buyer Party shall have an obligation to disclose any information pursuant to this Agreement that is subject to attorney-client or similar legal privilege. (c) From the date of this Agreement until the earlier of the Closing Date and the valid termination of this Agreement in accordance with Article VIII, the Company shall use its reasonable best efforts (or, in the case of clause (iv) below, shall), and shall cause its Subsidiaries to, and the Company shall cause its and its Subsidiaries’ Representatives to, at Parent’s sole expense, provide such reasonable cooperation as is customary and reasonably requested by Parent in connection with the arrangement of the Debt Financing (it being understood that, solely for purposes of this Section 6.5(c), the terms “Debt Financing” and “Financing” shall be deemed to include any high yield or other financing incurred in lieu of or in addition to any facility contemplated by the Debt Commitment Letter), including by: (i) participating (and causing senior management and Representatives, with appropriate seniority and expertise, of the Company Group to participate) in a reasonable number of meetings and presentations with actual or prospective lenders, road shows and due diligence sessions, drafting sessions and sessions with rating agencies, and otherwise reasonably cooperating with the marketing and due diligence efforts for any of the Debt Financing (which, at the Company’s option, may be attended via teleconference or virtual meeting platforms) upon reasonable advance notice, during normal business hours and at reasonable times and locations to be mutually agreed; (ii) providing reasonable assistance to Parent and the Debt Financing Sources with the timely preparation of customary (A) rating agency presentations, bank information memoranda, confidential information memoranda, lender presentations and similar documents, in each case, solely with respect to information relating to the Company Group, and as required in connection with the Debt Financing and customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; and (B) pro forma financial statements and forecasts of financial statements of the Company Group to the extent required by the Debt Commitment Letter or Securities and Exchange Commission rules and regulations or necessary or reasonably requested by Parent to be included in any marketing materials or offering documents or of the type required by the Debt Commitment Letter, it being understood that the Buyer Parties shall be responsible for (i) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (ii) the determination of any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing; or (iii) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or not directly related to the acquisition of the Company Group; (iii) to the extent required by the Definitive Financing Agreements, reasonably assisting in connection with facilitating the pledging of collateral, effective no earlier than, and conditioned upon the occurrence of, the Closing; (iv) furnishing the Buyer Parties and the Debt Financing Sources, as promptly as practicable, with the Required Information that is Compliant; (v) cooperating with the Buyer Parties to obtain customary and reasonable corporate and facilities ratings, and, solely to the extent required by the Definitive Financing Agreements, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, non-imputation affidavits, surveys and title insurance as reasonably requested by the Debt Financing Sources; (vi) providing customary documents reasonably requested by Parent relating to the repayment of the Repaid Indebtedness and the release of related guarantees and Liens, including (A) delivering notices of prepayment (or obtaining waivers thereof in the applicable Payoff Letters) within the time periods required by the relevant agreements governing Indebtedness and obtaining the Payoff Letters, Lien terminations and instruments of discharge to be delivered at the Closing, (B) giving any other necessary notices to allow for the payoff, discharge and termination in full at the Closing of all Repaid Indebtedness and (C) any other cooperation reasonably requested by Parent in connection with the repayment or other retirement of any Repaid Indebtedness and the release and termination of any and all related Liens on or prior to the Closing Date; (vii) to the extent required by the Debt Commitment Letter, providing customary authorization letters with respect to the bank information memoranda (provided that all such authorization letters and materials related thereto (A) shall include or otherwise expressly incorporate language that exculpates the Company Group, its Affiliates and its and their Representatives from any liability in connection with the unauthorized use or misuse by the recipients thereof of all such memoranda and other materials and documents and information set forth therein; and (B) shall have been previously identified to, and provided to the Company and the Company and its Representatives shall have been given reasonable opportunity to review and comment thereon); (viii) reasonably assisting the Buyer Parties with the preparation, and, subject to the occurrence of Closing, the execution and delivery of any Definitive Financing Agreements by furnishing information relating to the Company Group and their respective businesses to be included in the schedules thereto and customary officer’s certificates (including a customary solvency certificate from the chief financial officer of the Company in the form attached to the Debt Commitment Letter, but solely to the extent such officer remains in such capacity with the Surviving Corporation immediately after the Closing) on terms satisfactory to Parent as may be reasonably required by Parent (provided that no obligation of the Company under any such document or agreement shall be effective until the Closing); (ix) ensuring that the Debt Financing benefits from existing material lending relationships of the Company Group to the extent practicable and reasonably requested by Parent; (x) taking all reasonable and customary corporate, limited liability company or similar actions necessary to permit the consummation of the Debt Financing (provided that no obligation of the Company to take such action shall be effective until the Closing); (xi) promptly (but in no event later than four (4) Business Days prior to the Closing Date) all documentation and other information relating to the Company and its Subsidiaries required by bank regulatory authorities under applicable “know-your-customer”, anti-money laundering rules and regulations, including the PATRIOT Act, reasonably requested by Parent in writing, at least ten (10) days prior to the Closing Date; and (xii) (A) executing and delivering customary management representation letters to their independent auditors and (B) causing their independent auditors and any other auditor to the extent that financial statements audited or reviewed by such auditors are or would be included in any offering memorandum relating to any such Debt Financing to (x) provide drafts and executed versions of customary auditor comfort letters (including “negative assurance” comfort and change period comfort) with respect to historical financial information relating to the Company Group as reasonably requested by Buyer Parties or as necessary or customary for financings similar to the Debt Financing (including any offering or private placement of debt securities pursuant to Rule 144A) and (y) attend a reasonable number of accounting due diligence sessions and drafting sessions at reasonable times and places. (d) All non-public or otherwise confidential information regarding the Company, its Subsidiaries and their Affiliates obtained by the Buyer Parties or their Representatives pursuant to this Section 6.5 shall be kept confidential in accordance with the Confidentiality Agreements, including any joinder or other agreement entered into in connection therewith; provided, that notwithstanding the Confidentiality Agreements or any other provision of this Agreement, the Buyer Parties and their respective Affiliates and Representatives shall be permitted to disclose any information provided by, or on behalf of, the Company or its Subsidiaries to any actual or potential debt financing sources, subject to customary confidentiality undertakings by such actual and potential debt financing sources. The Company hereby consents to the use of the logos of the Company and its Subsidiaries in connection with the Debt Financing; provided, that such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Company or its Subsidiaries or their reputation or goodwill. (e) Notwithstanding anything herein to the contrary, (i) none of the Company, its Subsidiaries or their Affiliates or any persons who are directors or managers of the Company, any of its Subsidiaries or any of their Affiliates shall be required to pass resolutions or consents to approve or authorize the execution of the Debt Financing or to execute, deliver or enter into, or perform any agreement, certificate, arrangement, document or instrument, including any Definitive Financing Agreements, with respect to the Debt Financing that will be effective prior to the Closing (other than any customary authorization letters and management representation letters), (ii) no obligation of the Company, its Subsidiaries or their Affiliates or any of their respective Representatives undertaken pursuant to the foregoing shall be effective until Closing, and (iii

Financing. (a) The Debt Purchaser shall Prior to the Closing, each of CAC and Growth Partners will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to obtain the proceeds of the Financing on as contemplated by and in accordance with the terms and conditions described in of the Commitment Letter (as modified by the flex provisions of the related fee letter and as otherwise modified, so long as such modification would not (i) impose new or additional material conditions or reasonably be expected to prevent, or materially delay or impair, the availability of the Financing Commitments, including or (ii) adversely impact the ability of CAC and Growth Partners to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided it being understood that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely is entered into for the purpose of adding lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had that have not executed the Roll-Over Commitments Commitment Letter as of the date hereof or for the purpose of extending the termination date set forth in the Commitment Letter shall be permitted)), provided, however, that if the Financing becomes unavailable to CAC and Growth Partners on the terms and conditions set forth in the Commitment Letter or the Commitment Letter shall be terminated for any reason (other than due to a material breach by the Caesars Parties of any material provision of this Agreement so long as such addition does not prevent, materially impede which prevents or materially delay renders impracticable the consummation of the RollFinancing), each of CAC and Growth Partners shall use its reasonable best efforts to obtain alternative financing on terms and conditions satisfactory to CAC and Growth Partners and, to the extent required under applicable Law, approved by the relevant Gaming Authorities (the “Alternative Financing”). It is understood and agreed that “reasonable best efforts” as used in this Section 8.13(a) shall not require CAC or Growth Partners to obtain the Alternative Financing if the terms and conditions of such financing (including all terms, termination rights, flex provisions and funding conditions) are less favorable, taken as a whole, to CAC, Growth Partners and its Subsidiaries as compared to the terms of the Commitment Letter. Each of the Caesars Parties shall, at CAC’s and Growth Partners’ cost and expense, provide such cooperation as is reasonably requested by CAC and Growth Partners in connection with obtaining any such Financing (or any Alternative Financing) or the 144A Financing, pursuant to Section 8.13(b). Upon the request of Parent or a Seller, CAC and Growth Partners shall apprise Parent and such Seller of material developments relating to the Financing or any Alternative Financing and reasonably promptly shall, upon the written request of Parent and CEOC, provide copies of all definitive documents agreed with the Financing Lenders or otherwise related to the Financing or any Alternative Financing to Parent or a Seller, subject to customary redaction of fee amounts and other economic terms (including interest rates). For purposes of this Agreement, references to “Financing” shall include the financing contemplated by the Commitment Letter as amended, modified, waived or replaced in accordance with this Section 8.13(a) and references to “Commitment Letter” shall include the Commitment Letter as amended, modified, waived or replaced in accordance with this Section 8.13(a). (b) Prior to the Closing, each of the Caesars Parties shall provide, and shall use its reasonable best efforts to cause its Representatives, in each case, with appropriate seniority and expertise, including its or their accounting firms, to provide, at CAC and Growth Partners’ sole cost and expense, all cooperation reasonably requested by CAC and Growth Partners in connection with the arrangement of the Financing (including any Alternative Financing) and the 144A Financing, including by, in each case upon reasonable advance notice and on a reasonable number of occasions: (i) assisting in the preparation for and participation in the marketing efforts in connection with the syndication of the financing contemplated by the Commitment Letter or the Alternative Financing (including a reasonable number of lender meetings and conference calls) or the 144A Financing, other meetings, presentations, drafting sessions, road shows, due diligence sessions (including accounting due diligence sessions) and sessions with the Financing Lenders, any lenders providing Alternative Financing or any initial purchasers of the 144A Financing (such lenders and initial purchasers, together with the Financing Lenders, the “Applicable Financing Lenders”), other prospective lenders and investors and ratings agencies, and assisting CAC and Growth Partners in obtaining ratings as contemplated by the Financing, the Alternative Financing, and the 144A Financing, if any; (ii) cooperating with CAC, Growth Partners and the Applicable Financing Lenders, including, as applicable, reasonably assisting with the preparation of rating agency presentations, pro forma financial information and financial statements, bank information memoranda, lender presentations, offering documents, private placement memoranda, prospectuses and similar documents and other customary marketing materials for the Financing and the 144A Financing (including, as applicable, delivering customary representation letters, authorization letters, confirmations and undertakings as contemplated by the Commitment Letter or replacement thereof (including with respect to the presence or absence of material non-Over public information and the accuracy of the information contained in the disclosure and marketing materials related to the Financing (including any Alternative Financing))); (iii) as promptly as reasonably practicable, (A) furnishing CAC, Growth Partners and the Applicable Financing Lenders and their respective Representatives with the Required Information, (B) informing CAC and Growth Partners if the chief executive officer, chief financial offer, treasurer or controller of the Caesars Parties or any director or member of the Caesars Parties shall have actual knowledge of any facts as a result of which a restatement of any financial statements for such financial statements to comply with GAAP is, to such person’s actual knowledge, probable; (iv) both before the Closing and, to the extent reasonably necessary to allow CAC and Growth Partners to consummate a securities offering or comply with SEC requirements after the Closing (but in either case at CAC’s and Growth Partners’ cost and expense), providing appropriate representations with respect to information for periods prior to the Closing customary in connection with the preparation of financial statements and other financial data of the Company Parties and requesting accountants’ consents in connection with the use of the Company Parties’ financial statements for periods prior to the Closing in offering documents, prospectuses, Current Reports on Form 8-K and other documents to be filed with the SEC; (v) using reasonable best efforts to provide (y) within forty-five (45) days of the end of each of the first three fiscal quarters of the current fiscal year and any subsequent fiscal year ending prior to the Closing Date, quarterly financial statements which for the avoidance of doubt shall include the comparable period in the prior fiscal year of the Company Parties which have been “reviewed” by auditors in accordance with Statements on Auditing Standards 100, and (z) within ninety (90) days of the end of each of the most recently completed fiscal year and each subsequent fiscal year ending prior to the Closing Date, audited financial statements of the Company Parties for such fiscal year; (vi) with respect solely to the Purchased Entities, executing and delivering as of (but not before) the Closing any pledge and security documents, other definitive financing documents, or other certificates, customary (e.g., local counsel) legal opinions or documents as may be reasonably requested by CAC and Growth Partners and otherwise facilitating the pledging of collateral of the Purchased Entities (including, providing reasonable and customary information required in connection with the pledging and identification of real property and intellectual property of the Purchased Entities and cooperation in connection with CAC and Growth Partners’ efforts to obtain environmental assessments and title insurance with respect thereto); (vii) assisting CAC and Growth Partners to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and Contracts relating to the Company Parties (or the Purchased Entities) and to arrange discussions among CAC, Growth Partners and the Applicable Financing Lenders and their respective Representatives with other parties to material leases, encumbrances and Contracts as of the Closing; (viii) (A) permitting the Applicable Financing Lenders to evaluate the Company Parties’ (or Purchased Entities’) current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing and assisting with other collateral audits and due diligence examinations and (B) establishing bank and other accounts and blocked account agreements and lock box arrangements to the extent necessary in connection with the Financing (including any Alternative Financing) or the 144A Financing, if any; (ix) reasonably facilitating the taking of all corporate, limited liability company or other similar actions by the Caesars Parties that are reasonably necessary to permit the consummation of the Financing (including any Alternative Financing) and the 144A Financing, if any, and to permit the proceeds thereof, together with the cash at the Purchased Entities and their Subsidiaries, if any (not needed for other purposes), to be made available on the Closing Date to consummate the transactions contemplated by this Agreement Agreement, provided, that for the avoidance of doubt, any costs, fees or expenses incurred or required to be paid in connection with the TDC Agreement. Upon any such amendment, replacement, supplement or modification consummation of the Financing Commitments or any Alternative Financing shall not constitute Unpaid Caesars Expenses hereunder and the Caesars Parties shall have no liability or obligation in connection therewith; (x) providing at least five (5) Business Days prior to the Closing Date all documentation and other information about the Company Parties as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent requested at least ten (10) Business Days prior to the anticipated Closing Date; and (xi) cooperating with CAC and Growth Partners to satisfy the conditions precedent to the Financing (including any Alternative Financing) to the extent within the control of the Caesars Parties. The foregoing notwithstanding, (A) Persons who are directors or members of the Caesars Parties prior to the Closing Date in their capacity as such shall not be required to pass resolutions or consents to approve or authorize the execution of the Financing (including any Alternative Financing), (B) no obligation of the Caesars Parties or any of their respective Representatives undertaken pursuant to the foregoing shall be effective until the Closing Date and no officer or director of any Caesars Party (other than, as of the Closing, the Company Parties) shall be required to execute any documents, including, without limitation, any registration statement to be filed as specifically set forth above, including with the SEC, any pledge or security documents or other definitive financing documents (except with respect to the representation letters or authorization letters specified above) and (C) none of the Caesars Parties nor any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other liability, cost or expense in connection with the Financing (including any Alternative Financing) or 144A Financing, if any, and CAC or Growth Partners shall pay on behalf of any Caesars Party, or promptly reimburse any Caesars Party for, any fee or reasonable expense documented out-of-pocket incurred solely in connection with the Financing or any Alternative Financing or with any action taken in compliance with this Section 8.13; provided that, for the avoidance of doubt, the costs, fees, expenses and other amounts payable to Deloitte & Touche LLP in connection with the preparation of the Audited Financial Statements shall be treated in accordance with Section 8.9(a). CAC and Growth Partners shall indemnify and hold harmless the Caesars Parties and their respective Representatives from and against any and all Damages arising out of any claim by a third party (other than Damages which are the subject matter of any successful indemnification claim pursuant to Section 11.2 by a Growth Indemnified Person against the Caesars Parties) suffered or incurred by them in connection with the arrangement of the Financing or any Alternative Financing in compliance with this Section 5.108.13 and any information utilized in connection therewith (other than information provided by or on behalf of the Caesars Parties or their respective Representatives), in each case, except to the extent suffered or incurred as a result of bad faith, gross negligence or willful misconduct of, or material breach of this Agreement by, the term “Financing Commitments” Caesars Parties. Nothing contained in this Section 8.13(b) or otherwise shall mean require any Caesars Party (other than, from and after the Closing, any Company Party) to be an issuer, guarantor, pledgor or other obligor with respect to the Financing Commitments (including any Alternative Financing) or the 144A Financing, if any. Each of the Caesars Parties hereby expressly authorizes the use of the financial statements and other information to be provided pursuant to this Section 8.13(b) for purposes of the Financing (including any Alternative Financing). (c) Each of the Caesars Parties hereby consents to the use of its logos in connection with the Financing (including any Alternative Financing); provided that such logos shall be used by CAC, Growth Partners and the Financing Lenders in a manner that is not intended to, or reasonably likely to, harm or disparage the Caesars Parties or the reputation or goodwill of the Caesars Parties. (d) Prior to and through the Closing, the Caesars Parties shall use reasonable best efforts to periodically update any Required Information provided to CAC and Growth Partners as may be necessary so amendedthat such Required Information is (i) Compliant and (ii) meets the applicable requirements set forth in the definition of “Required Information”. For the avoidance of doubt, replacedCAC and Growth Partners may, supplemented to most effectively access the financing markets, require the cooperation of the Caesars Parties under this Section 8.13 at any time, and from time to time and on multiple occasions, between the date hereof and the Closing; provided that CAC and Growth Partners shall comply with Section 8.13(b) with respect to any requests for cooperation and shall use their reasonable best efforts to limit interference with the ongoing operations of the Caesars Parties. The Caesars Parties shall timely file SEC documents and other materials with the SEC to the extent required by the SEC in accordance with Law to the extent such SEC documents relate specifically to the Company Parties or modifiedany of their Subsidiaries. In addition, if, in connection with a marketing effort contemplated by the Commitment Letter, CAC and Growth Partners reasonably request the Caesars Parties to file a Current Report on Form 8-K pursuant to the Exchange Act that contains material non-public information with respect to the Company Parties or any of their Subsidiaries, which CAC and Growth Partners reasonably determine to include in a customary offering memorandum for the Financing, then Caesars Parties shall file a Current Report on Form 8-K containing such material non-public information. (e) Prior to the Closing, the Caesars Parties shall use their reasonable best efforts to cause their independent auditors to provide, consistent with customary practice, (A) consent to SEC filings and offering memoranda that include or incorporate the Company Parties’ consolidated financial information and their reports thereon, in

Financing. (a) The Debt Purchaser Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to consummate and obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letters and shall not permit any amendment or modification to be made to, any replacement of all or a portion of any facilities (or commitments thereof) described in, or any waiver of any provisions under, the Commitment Letters without the prior written consent of Seller Parent, if such amendment, modification, replacement or waiver (i) reduces the aggregate amount of the Financing Commitmentsto an amount below the amount required, to consummate the Transactions, including the payment of all fees, premiums and expenses associated therewith, (ii) imposes additional conditions or any contingencies or otherwise expands upon, amends or otherwise modifies any of the conditions to (A) maintain in effect the receipt of any portion of the Financing Commitments, in a manner that would or would reasonably be expected to make any portion of the funding of the Financing (B) satisfy on a timely basis all or satisfaction of the conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior Financing) less likely to the Closing)be obtained, (Ciii) to prevents, impedes or delays the extent not previously entered intooccurrence of Closing, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by (iv) adversely impacts the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking ability of Buyer to enforce its rights against any other party to any Commitment Letter or the Definitive Agreements or (v) adversely impacts the ability of Buyer to consummate the Transactions. For purposes of this Agreement, (1) the term “Financing” shall be deemed to include the financing contemplated by the Commitment Letters as amended, modified or replaced pursuant to this Section 6.6 (including any Alternative Financing used to satisfy the obligations under this Agreement), and (2) the Roll-Over Commitments against term “Commitment Letters” shall be deemed to include the lenders Commitment Letters as may be amended or modified pursuant to this Section 6.6 and other persons providing any commitment letters with respect to the Roll-Over Commitments)Alternative Financing. The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any Buyer acknowledges and agrees that neither the obtaining of its rights under, any the Financing Commitment or any definitive agreements related Alternative Financing is a condition to Buyer’s obligations to consummate the Financing, in each case, without Transactions and the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified.

Financing. (a) The Debt Purchaser Each of Parent and Merger Subsidiary shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of the Financing on the terms and conditions described in the Financing CommitmentsCommitment Letters, and shall not permit any amendment or modification to be made to, or any waiver of any provision under, the Financing Commitment Letters if such amendment, modification or waiver (i) reduces (or could have the effect of reducing) the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount unless (A) the Debt Financing or the Equity Financing is increased by a corresponding amount and (B) after giving effect to any of the transactions referred to in clause (A) above, the representations and warranties set forth in Section 5.06 shall be true) or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Financing, or otherwise expands, amends or modifies any other provision of the Financing Commitment Letters in a manner that would reasonably be expected to (A) delay or prevent or make less likely the funding of the Financing (or satisfaction of the conditions to the Financing) on the date of the Closing or (B) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against other parties to the Financing Commitment Letters or definitive documents relating thereto (provided that, subject to compliance with the other provisions of this Section 7.05(a), Parent and Merger Subsidiary may amend the Debt Commitment Letters to add additional lenders, arrangers, bookrunners and agents). Parent and Merger Subsidiary shall promptly notify and deliver to the Company copies of any such amendment, modification or replacement. (b) Each of Parent and Merger Subsidiary shall use its reasonable best efforts (i) to maintain in full force and effect the Financing CommitmentsCommitment Letters, (Bii) to negotiate and enter into definitive agreements with respect to the Financing Commitment Letters on the terms and conditions contained in the Financing Commitment Letters (or on terms no less favorable to Parent or Merger Subsidiary than the terms and conditions in the Financing Commitment Letters), (iii) to satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining funding in the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into Commitment Letters and such definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) to consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s at or prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments Closing, including using its reasonable best efforts to cause the lenders and the other persons committing to fund the Financing to fund the Financing at the Closing, (iiv) does not involve to enforce its rights under the Financing Commitment Letters and (v) to comply with its obligations under the Financing Commitment Letters. Parent shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. Without limiting the generality of the foregoing, Parent and Merger Subsidiary shall give the Company prompt notice (A) of any conditions breach or default by any party to funding any of the Roll-Over that are not contained inFinancing Commitment Letters or definitive agreements related to the Financing of which Parent or Merger Subsidiary becomes aware, and satisfied on (B) of the receipt of (x) any written notice or (y) other written communication, in each case from any Financing source with respect to any (1) breach, default, termination or repudiation by any party to any of the Financing Commitment Letters or definitive agreements related to the Financing of any provisions of the Financing Commitment Letters or definitive agreements related to the Financing or (2) material dispute or disagreement between or among any parties to any of the Financing Commitment Letters or definitive agreements related to the Financing with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing. As promptly as practicable, but in any event within two (2) Business Days of the date of entry intothe Company delivers to Parent or Merger Subsidiary a written request therefor, such amendment, replacement, supplement Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A) or other modification to the same extent as, the Roll-Over Commitments and (iiB) does not prevent, materially impede or materially delay the consummation of the Roll-Over immediately preceding sentence. Upon the occurrence of any circumstance referred to in clause (A) or (B) of the transactions second preceding sentence or if any portion of the Debt Financing otherwise becomes unavailable, and such portion is reasonably required to fund an amount sufficient to consummate the Merger upon the terms contemplated by this Agreement or the TDC and pay all related fees and expenses of Parent, Merger Subsidiary and their respective Representatives pursuant to this Agreement; , then Parent and provided that the Merger Subsidiary shall use their reasonable best efforts to arrange and obtain replacement debt commitment letters (each a “Replacement Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or Commitment Letter”) in an amount sufficient to consummate the transactions contemplated by this Agreement hereby, provided that, Parent and Merger Subsidiary shall have no obligation to obtain Replacement Debt Commitment Letters on terms and conditions less favorable to Parent and Merger Subsidiary (or their Affiliates) than the TDC Agreementterms and conditions set forth in the Debt Commitment Letters. Upon Parent and Merger Subsidiary shall, upon request of the Company, keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange any Replacement Debt Commitment Letters and shall provide to the Company true and complete copies of all material documents related to any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedReplacement Debt Commitment Letters.

Financing. (a) The Parent and Acquisition Sub shall not permit any amendment, modification, supplement, or replacement to be made to, or any waiver of any provision or remedy under, the Debt Purchaser Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a). (b) Parent and Acquisition Sub shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, to arrange and obtain the Debt Financing on the terms and subject to the conditions set forth in the Debt Commitment Letter by the Acceptance Time (assuming, for the purposes hereof, that (a) in the event that no Financing Extension Notices have been delivered, that no such Financing Extension Notices will be delivered and that the Acceptance Time will occur on the date, as reasonably estimated by the Parties, on which all conditions set forth on Annex II related to Antitrust Laws have been satisfied, and (b) in the event that one or more Financing Extension Notices have been delivered, that the Acceptance Time will occur no later than 9:00 a.m. Eastern Time on the business day immediately following the then scheduled expiration date of the Offer), including by using their reasonable best efforts (i) to maintain in effect the Debt Commitment Letter, (ii) to negotiate and enter into definitive agreements with respect to the Debt Commitment Letter (the “Debt Financing Agreements”) on the terms and conditions contained in the Debt Commitment Letter or on other terms (subject to the limitations contained in Section 7.13(a)) that would not reasonably be expected to materially prevent or delay the Offer, the Merger, and the other Transactions or the date on which the Debt Financing could be obtained or make the funding of the full amount of the Debt Financing less likely to occur on or prior to the Acceptance Time (assuming, for the purposes hereof, that (a) in the event that no Financing Extension Notices have been delivered, that no such Financing Extension Notices will be delivered and (b) in the event that one or more Financing Extension Notices have been delivered, that the Acceptance Time will occur no later than 9:00 a.m. Eastern Time on the business day immediately following the then scheduled expiration date of the Offer), (iii) to comply on a timely basis with (or obtain any waiver of) their covenants and obligations set forth in, and satisfy (or obtain a waiver of) on a timely basis all conditions to the funding in, the Debt Commitment Letter and the Debt Financing Agreements, in each case, as necessary to obtain consummate the proceeds Transactions and satisfy all obligations of Parent and Acquisition Sub pursuant to this Agreement, including to pay the aggregate Offer Price at the Acceptance Time and the aggregate Merger Consideration on the Closing Date and satisfy the obligations of Parent under Section 3.4, and to pay any fees and expenses of or payable by Parent, Acquisition Sub, and the Surviving Corporation. In the event that all conditions contained in the Commitment Letter or the Definitive Financing Agreements have been satisfied, Parent shall cause the Debt Providers thereunder to comply with their respective obligations, including to fund the Debt Financing required to consummate the Transactions on the Closing Date, including to pay the aggregate Offer Price at the Acceptance Time and the aggregate Merger Consideration on the Closing Date and satisfy the obligations of Parent under Section 3.4, and to pay any fees and expenses of or payable by Parent, Acquisition Sub, and the Surviving Corporation (including by promptly commencing a litigation proceeding against any breaching Debt Provider to compel such Debt Provider to provide its portion of the Debt Financing or otherwise comply with its obligations under the Debt Commitment Letter or Definitive Financing Agreements). Parent and Acquisition Sub shall comply with their obligations, and enforce their rights, under the Debt Commitment Letter and Definitive Financing Agreements in a timely and diligent matter. In each case promptly upon the Company’s request to Parent and Acquisition Sub, Parent and Acquisition Sub shall (A) provide to the Company copies of all substantially final drafts and executed definitive agreements for the Debt Financing Agreements (excluding any provisions related solely to fees and other economic terms), and (ii) keep the Company reasonably informed of the status of their efforts to arrange the Debt Financing. (c) In the event that, at any time prior to the Effective Time, (i) the Debt Commitment Letter is terminated for any reason, (ii) Parent or Acquisition Sub becomes aware of any material breach or default by any party to the Debt Commitment Letter or any Debt Financing Agreement, (iii) a counterparty provides notice that it will not provide, or it refuses to provide, all or any portion of the Debt Financing contemplated by the Debt Commitment Letter on the terms set forth in the Debt Commitment Letter, or (iv) any portion of the Debt Financing becomes unavailable for any reason, Parent will (A) use reasonable best efforts to obtain alternative debt financing (in an amount sufficient, when taken together with the available portion of the Debt Financing, to consummate the Transactions on the Closing Date and satisfy all of the obligations of Parent and Acquisition Sub hereunder, including the payment of the aggregate Offer Price at the Acceptance Time and the aggregate Merger consideration on the Closing Date and Parent’s obligations under Section 3.4, and to pay any fees and expenses of or payable by Parent, Acquisition Sub, and the Surviving Corporation) from the same or other sources and which does not include any conditions to the consummation of such alternative debt financing that are more onerous than the conditions set forth in the Debt Commitment Letter and Definitive Financing Agreements and (B) promptly notify the Company of such unavailability and the reason therefor; provided, that in no event will Parent or Acquisition Sub be under any obligation to disclose any information that (A) is subject to attorney-client or similar privilege if Parent or Acquisition Sub shall have used its reasonable best efforts to disclose such information in a manner that would not waive such privilege, or (B) would contravene any Law. In furtherance of and not in limitation of the foregoing, in the event that (1) any portion of the Debt Financing structured as high yield bond financing shall become unavailable, regardless of the reason therefor and (2) all conditions contained in Annex II shall have been satisfied or waived (other than (x) any such conditions that by their nature are to be satisfied at the expiration of the Offer, but subject to the satisfaction or waiver of such conditions at the expiration of the Offer, and (y) those conditions the failure of which to be satisfied is attributable to a breach by Parent or Acquisition Sub of their representations, warranties, covenants or agreements contained in this Agreement), and (3) the term loan credit facilities contemplated by the Debt Commitment Letter (or alternative facilities obtained in accordance with this Section 7.13) are available on the terms and conditions described in the Debt Commitment Letter (or replacements thereof), then each of Parent and Acquisition Sub shall cause the proceeds of such term financing to be used immediately in lieu of such affected portion of the high yield bond financing. For the purposes of this Agreement, references to “Debt Financing” shall include any alternative financing arranged in compliance herewith (and any Debt Financing Commitments, including pursuant to (A) maintain any Debt Commitment Letter or Definitive Financing Agreement remaining in effect at the time in question), and references to “Debt Commitment Letter” and “Definitive Financing CommitmentsAgreements” shall include any commitment letter (or similar agreement) with respect thereto and any definitive documents or agreements with respect thereto, respectively (B) satisfy on a timely basis all conditions applicable and any Debt Commitment Letter and Definitive Financing Agreements, respectively, remaining in effect at the time in question). Parent shall provide the Company with prompt written notice of any breach or default by any party to the Debt Purchaser Commitment Letter or any Definitive Financing Agreements and the receipt of any written notice or other written communication from any Debt Provider or other financing source with respect to obtaining the Financing that is within its control (including any breach, default, termination or repudiation by consummating the Equity Financing at or prior any party to the Closing), Debt Commitment Letter or any Definitive Financing Agreement of any provision thereof. (Cd) Notwithstanding anything to the extent not previously entered intocontrary contained herein, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does Parent’s and Acquisition Sub’s obligations hereunder shall not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification constitute a condition to the same extent asconsummation of the Transactions, the Roll-Over Commitments and (ii) does compliance by Parent and Acquisition Sub with this Section 7.13 shall not prevent, materially impede or materially delay the consummation relieve Parent of the Roll-Over or its obligation to consummate the transactions contemplated by this Agreement whether or the TDC Agreement; and provided that not the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedis available.

Financing. (a) The Debt Purchaser Parent and Merger Subsidiary shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of arrange the Financing on the terms and conditions described in the Financing CommitmentsCommitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (Ai) maintain negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in effect the Financing Commitmentsviolation of this Section 8.09, (Bii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Debt Purchaser to obtaining the Financing Commitment Letter that is are within its control (including by consummating the Equity Financing at or prior to the Closing)and otherwise comply with its obligations thereunder, (Ciii) to maintain in effect the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or Commitment Letter until the transactions contemplated by the Financing Commitments and this Agreement are consummated, (Div) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against Commitment Letter, and (v) subject to the lenders terms and other persons providing conditions contemplated by the Roll-Over Commitments)Commitment Letter, consummate the Financing at the Closing. The Debt Purchaser Parent shall not agree have the right from time to or permit any amendmenttime to amend, replacementreplace, supplement or other modification ofotherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment or any definitive agreements related to as of the Financingdate of this Agreement; provided, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Roll-Over Commitments Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) does not involve impose any additional conditions to funding precedent or expand upon the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification conditions precedent to the same extent asFinancing as set forth in the Commitment Letter, the Roll-Over Commitments and (ii) does not prevent, materially adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or materially delay the consummation of the RollMerger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-Over client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the TDC Agreement; and provided Financing, an “Available Financing”). In the event that on the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as final day of the date of this Agreement so long as such addition does not prevent, materially impede Marketing Period (i) all or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification portion of the Financing Commitments structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in accordance with this Section 5.10Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent shall borrow under and use the proceeds of the Bridge Financing (or such alternative bridge financing) to replace such affected portion of the High Yield Financing on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the term “Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Commitments” shall mean Source relating to the Financing Commitments as so amended, replaced, supplemented Merger or modifiedthe Financing.

Financing. (a) The Debt Purchaser NASDAQ OMX and ICE shall each use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to consummate and obtain the proceeds of the NASDAQ OMX Financing on the terms and conditions described in the NASDAQ OMX Commitment Letter and the ICE Financing Commitmentson the terms and conditions described in the ICE Commitment Letter, as applicable, including using reasonable best efforts to (Ai) maintain in effect the Financing CommitmentsNASDAQ OMX Commitment Letter and the ICE Commitment Letter, as applicable, (Bii) negotiate definitive agreements with respect thereto on the respective terms and conditions contemplated by the NASDAQ OMX Commitment Letter and the ICE Commitment Letter, as applicable, and execute and deliver to NYSE Euronext a copy thereof as promptly as practicable after such execution, and (iii) satisfy on a timely basis all conditions applicable to such Party in the Debt Purchaser to obtaining NASDAQ OMX Commitment Letter or ICE Commitment Letter, as applicable, that are within such Party’s control and comply with its obligations thereunder. In the Financing event that is within its control (including by consummating the Equity Financing at or prior all conditions to the Closing)Commitment Letter have been satisfied or, (C) upon funding will be satisfied, NASDAQ OMX, ICE and Merger Sub shall use their reasonable best efforts to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against cause the lenders and the other persons Persons providing the Roll-Over Commitments)NASDAQ OMX Financing and the ICE Financing, as applicable, to fund on the Closing Date the NASDAQ OMX Financing and the ICE Financing required to consummate the Merger and the other transactions contemplated by this Agreement. The Debt Purchaser NASDAQ OMX and ICE shall not agree each have the right from time to or permit any amendmenttime to amend, replacementreplace, supplement or other modification ofotherwise modify, or waive any of its rights under, any Financing the NASDAQ OMX Commitment Letter or the ICE Commitment Letter and/or substitute other debt or equity financing for all or any definitive agreements related to portion of the Financing, in each case, without NASDAQ OMX Financing or the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), ICE Financing from the same and/or alternative financing sources; provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Roll-Over Commitments (i) does Commitment Letter that amends either the NASDAQ OMX Financing or the ICE Financing and/or substitution of all or any portion of the NASDAQ OMX Financing or ICE Financing shall not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement prevent or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over Merger and the other transactions contemplated by this Agreement. If any portion of the NASDAQ OMX Financing or ICE Financing becomes unavailable on the terms and conditions contemplated in the NASDAQ OMX Commitment Letter or the ICE Commitment Letter and such portion is reasonably required to fund the Merger Consideration, NASDAQ OMX or ICE, as applicable, shall use its reasonable best efforts to arrange and obtain alternative financing from alternative financial institutions in an amount sufficient, when taken together with the portion of the NASDAQ OMX Financing or ICE Financing that is available and all other funds available to NASDAQ OMX or ICE, as applicable, to consummate the transactions contemplated by this Agreement upon conditions not materially less favorable, in the aggregate, to NASDAQ OMX or ICE, as applicable, than those in the NASDAQ OMX Commitment Letter or the TDC Agreement; ICE Commitment Letter as promptly as practicable following the occurrence of such event. NASDAQ OMX or ICE, as applicable, shall give NYSE Euronext prompt oral and written notice (but in any event not later than two (2) Business Days after the occurrence) of any material breach by any party to either the NASDAQ OMX Commitment Letter or the ICE Commitment Letter, as applicable, or of any condition not likely to be satisfied, in each case, of which NASDAQ OMX or ICE becomes aware, or any termination of the NASDAQ OMX Commitment Letter or ICE Commitment Letter. NASDAQ OMX and ICE shall each keep NYSE Euronext informed on a reasonably current basis of the status of its efforts to arrange the NASDAQ OMX Financing and ICE Financing, as applicable. (b) NYSE Euronext shall provide, and shall cause its Subsidiaries, and shall use its reasonable best efforts to cause each of its and their respective Representatives to provide, all cooperation reasonably requested by NASDAQ OMX or ICE in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the Debt Purchaser ongoing operations of NYSE Euronext and its Subsidiaries), including (i) as promptly as practicable, providing to NASDAQ OMX and ICE and the lenders and other financial institutions and investors that are or may replace become parties to the NASDAQ OMX Financing or ICE Financing and amend to any underwriters, initial purchasers or placement agents in connection with the Roll-Over Commitments solely NASDAQ OMX Financing or ICE Financing (the “Financing Parties”) all financial and all other information relating to NYSE Euronext and its Subsidiaries that is necessary, advisable or customary for such financings or is reasonably requested by NASDAQ OMX or ICE (including any information reasonably deemed necessary by their respective Financing Parties) to assist in the preparation of customary offering or information documents to be used for the purpose syndication, marketing and completion of adding lendersthe NASDAQ OMX Financing and ICE Financing as contemplated, respectively, by the NASDAQ OMX Commitment Letter and ICE Commitment Letter, including (w) information regarding the business, operations, financial projections and prospects of NYSE Euronext and its Subsidiaries and evaluations by NYSE Euronext and its advisors relating to the transactions contemplated by this Agreement, (x) information described in clause (b)(ix) below, (y) other information reasonably necessary, advisable or customary for the preparation of pro forma financial statements of the type required by Regulation S-K and S-X, and (z) monthly balance sheets and income statements internally prepared in accordance with past practice (the information described in this clause, collectively, the “Required Information”), (ii) making senior management of NYSE Euronext available for, and to participate in, meetings (including customary one-on-one meetings with the parties acting as lead arrangersarrangers for the Financing, book runnerspresentations, syndication agents road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies), (iii) assisting in the preparation of (A) any offering documents, bank information memoranda, prospectuses and similar documents that are customary, advisable or similar entities who had necessary for the NASDAQ OMX Financing and ICE Financing, and (B) materials for rating agency presentations, (iv) cooperating with the marketing efforts for the NASDAQ OMX Financing and ICE Financing (including consenting to the use of NYSE Euronext’s and its Subsidiaries’ logos; provided that such logos are used solely in a manner that is not executed intended to or reasonably likely to harm or disparage NYSE Euronext or its Subsidiaries or the Rollreputation or goodwill of NYSE Euronext or any of its Subsidiaries), (v) executing and delivering, and causing its Subsidiaries to execute and deliver, necessary, customary or advisable certificates (including a certificate of the principal financial officer of NYSE Euronext with respect to solvency matters), accounting comfort letters (including consents of accountants for use of their reports in any materials relating to the Financing), legal opinions or other documents and instruments relating to collateral, guarantees and other matters ancillary to the NASDAQ OMX Financing and ICE Financing as may be reasonably requested by NASDAQ OMX or ICE, as applicable, as necessary, customary or advisable in connection with the NASDAQ OMX Financing and ICE Financing, (vi) assisting in (A) the preparation of and entering into one or more credit agreements, security agreements, guaranty agreements, currency or interest hedging agreements, or other agreements or (B) the amendment of any of NYSE Euronext’s or its Subsidiaries’ existing credit agreements, currency or interest hedging agreements, or other agreements, in each case, on terms satisfactory to NASDAQ OMX and, if applicable, ICE, and that are reasonably requested by NASDAQ OMX and, if applicable, ICE, in connection with the NASDAQ OMX Financing or ICE Financing; provided, that no obligation of NYSE Euronext or any of its Subsidiaries under any such agreements or amendments shall be effective until the Effective Time, (vii) using its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, (viii) providing authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders and containing a representation to the Financing Parties that the public versions of such documents, if any, do not include material non-Over Commitments as public information about NYSE Euronext or its Affiliates or securities, (ix) providing audited consolidated financial statements of NYSE Euronext (prepared on a carve-out basis after giving effect to the Internal Reorganization and ICE’s ownership of ICE Newco following the Effective Time) for the 2008, 2009 and 2010 fiscal years and for any subsequent fiscal year ended at least 90 days prior to the Closing Date, and unaudited consolidated financial statements of NYSE Euronext (prepared on a carve-out basis after giving effect to the Internal Reorganization and ICE’s ownership of ICE Newco following the Effective Time) for any interim quarterly or other period or periods of NYSE Euronext ended after the date of the most recent audited financial statements and at least 30 days prior to the Closing Date, (x) using its reasonable best efforts to ensure that the Financing Parties benefit materially from the existing lending and banking relationships of NYSE Euronext and its Subsidiaries, and (xi) cooperating reasonably with the Financing Parties’ due diligence, to the extent not unreasonably interfering with the business of NYSE Euronext; provided, that until the Effective Time occurs, neither NYSE Euronext nor any of its Subsidiaries shall (x) be required to pay any commitment or other similar fee, (y) have any liability or any obligation under any credit agreement or any related document or any other agreement or document related to the NASDAQ OMX Financing or ICE Financing (or alternative financing that NASDAQ OMX or ICE may raise in connection with the transactions contemplated by this Agreement so long Agreement) or (z) be required to incur any other liability in connection with the NASDAQ OMX Financing or ICE Financing (or any alternative financing that NASDAQ OMX or ICE may raise in connection with the transactions contemplated by this Agreement) unless reimbursed or reasonably satisfactorily indemnified by NASDAQ OMX or ICE, as such addition does applicable. NASDAQ OMX and ICE (1) shall promptly, upon written request by NYSE Euronext, reimburse NYSE Euronext for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) incurred by NYSE Euronext, any of its Subsidiaries or their respective Representatives in connection with the cooperation of NYSE Euronext and its Subsidiaries contemplated by this Section 4.12, (2) each acknowledge and agree that NYSE Euronext, its Subsidiaries and their respective Representatives shall not preventhave any responsibility for, materially impede or materially delay incur any liability to any Person under, either the consummation of NASDAQ OMX Financing, the Roll-Over ICE Financing or any alternative financing that NASDAQ OMX or ICE may raise in connection with the transactions contemplated by this Agreement and (3) shall severally and not jointly indemnify and hold harmless NYSE Euronext, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the TDC Agreement. Upon any such amendment, replacement, supplement or modification arrangement of the NASDAQ OMX Financing Commitments and ICE Financing and any information used in accordance connection therewith, except with this Section 5.10respect to any information provided by NYSE Euronext, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented its Subsidiaries or modifiedtheir respective Representatives.

Financing. (a) The Debt Purchaser Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of arrange the Financing on the terms and conditions described in the Financing CommitmentsEquity Commitment Letter and the Debt Commitment Letter, including using reasonable best efforts to (Ai) maintain in effect the Financing CommitmentsEquity Commitment Letter and Debt Commitment Letter, (Bii) satisfy on a timely basis all conditions applicable to the Debt Parent and Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing)set forth therein, (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (Diii) consummate the Financing at or prior to the Closing (including dates that Purchaser becomes obligated to accept for payment and pay for Shares pursuant to the Offer. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Equity Commitment Letter and the Debt Commitment Letter, Parent shall use its commercially reasonable efforts to arrange to obtain alternative financing on substantially similar terms from alternative sources in an amount sufficient to consummate the transactions contemplated by seeking this Agreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to enforce the Equity Commitment Letter or the Debt Commitment Letter of which Parent or Purchaser becomes aware, or any termination or threatened termination of the Equity Commitment Letter or the Debt Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its rights under efforts to arrange the Roll-Over Commitments against the lenders Financing and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement material amendment or other modification ofto be made to, or waive any waiver of its rights any material provision or remedy under, the Equity Commitment Letter or the Debt Commitment Letter without first consulting with the Company or, if such amendment would, or would be reasonably expected to, materially and adversely affect or delay in any Financing Commitment material respect the ability of Parent or any definitive agreements related Purchaser to consummate the Financing, in each case, transactions contemplated by this Agreement without first obtaining the Company’s prior written consent (which such consent shall not to be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified.

Financing. (a) The Debt Purchaser Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing on the terms and conditions described in the Financing Commitments, including to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Debt Financing Commitments Commitment and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to any amendment or permit any amendment, replacement, supplement or other modification ofto be made to, or waive any waiver of its rights any provision or remedy under, any the Debt Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent of the Company if such amendments, modifications or waivers would or would reasonably be expected to (which consent shall not be unreasonably withheld w) reduce the aggregate amount of the Debt Financing below the amount required to consummate the Merger and the other transactions contemplated hereby, (x) impose new or delayed), provided that any such amendment, replacement, supplement or other modification additional conditions to the Roll-Over Commitments receipt of the Debt Financing, (iy) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede prevent or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or (z) adversely impact the TDC Agreement; and ability of Parent or Merger Sub to enforce its rights against the other parties to the Financing Commitments (provided that Parent and Merger Sub may amend the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding Financing Commitment to add lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had not executed the Roll-Over Commitments Debt Financing Commitment as of the date of this Agreement so long as such addition does action would not preventreasonably be expected to delay or prevent the Closing), materially impede or materially delay including using reasonable best efforts to (i) maintain in effect the consummation Debt Financing Commitment, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Merger Sub in the Debt Financing Commitment (including by consummating the financing pursuant to the terms of the Roll-Over Equity Financing Commitment) and otherwise comply with its obligations thereunder, (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Financing Commitment (or terms and conditions no less favorable, in the aggregate, to Parent and Merger Sub (in the reasonable judgment of Parent) than the terms and conditions in the Debt Financing Commitment), (iv) in the event that all conditions in the Debt Financing Commitment (other than the availability or funding of any Equity Financing) have been satisfied, consummate the Debt Financing at or prior to Closing and (v) subject to compliance with the requirements of Section 10.09(b), enforce its rights under the Debt Financing Commitment in the event that all conditions in the Debt Financing Commitment (other than the availability or funding of any Equity Financing) have been satisfied, to cause the lenders and other persons providing Debt Financing to fund on the Closing Date the Debt Financing required to consummate the Merger and the other transactions contemplated hereby. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice (containing a reasonable description of the circumstances giving rise to the notified matter): (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to the Debt Financing Commitment or definitive document related to the Debt Financing of which Parent or Merger Sub become aware; (B) of the receipt of any written notice or other written communication from any party to the Debt Financing Commitment with respect to any breach, default, termination or repudiation by any party to the Debt Financing Commitment or any definitive document related to the Debt Financing or any provisions of the Debt Financing Commitment or any definitive document related to the Debt Financing; and (C) if Parent or Merger Sub will not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Debt Financing Commitment or the definitive documents related to the Debt Financing; provided, that the Parent and Merger Sub shall be under no obligation to disclose any information that is subject to attorney client or similar privilege, but only if such privilege is asserted in good faith. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment, Parent shall, if requested by the Company, use its reasonable best efforts to arrange and obtain alternative debt financing from alternative debt sources in an amount sufficient to consummate the transactions contemplated by this Agreement upon terms and conditions not less favorable, taken as a whole, to Parent and Merger Sub (in the reasonable judgment of Parent) than those in the Debt Financing Commitment as promptly as practicable following the occurrence of such event but no later than the Business Day immediately prior to the Closing Date. To the extent Parent, at the Company’s request, seeks to arrange and obtain alternative debt financing from alternative debt sources and such actions by Parent are determined to have constituted a breach of the Debt Financing Commitment, the Company agrees that such result shall not be deemed to be a breach by Parent of its obligations under this Section 7.18 or the TDC otherwise under this Agreement. Upon Notwithstanding anything contained in this Section 7.18 or in any such amendmentother provision of this Agreement, replacement, supplement in no event shall Parent or modification Merger Sub be required (x) to amend or waive any of the Financing Commitments in accordance with this Section 5.10, terms or conditions hereof or (y) consummate the term “Financing Commitments” shall mean Closing any earlier than the Financing Commitments as so amended, replaced, supplemented or modifiedfinal day of the Marketing Period.

Financing. (a) The Debt Each of Purchaser and Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange, consummate and obtain the proceeds of the Financing as promptly as reasonably practicable on the terms and conditions described in the Financing CommitmentsEquity Commitment Letter, including to including: (Ai) maintain maintaining in effect the Financing Commitments, Equity Commitment Letter; (Bii) satisfy satisfying on a timely basis all conditions applicable to the Debt Parent and Purchaser to obtaining the Financing that is within its control (including by consummating set forth in the Equity Financing at or prior to the Closing), Commitment Letter that are within their control; (Ciii) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate consummating the Financing at or prior to the Closing Acceptance Time (and in any event prior to the Outside Date), subject to the satisfaction, or waiver by Parent, of all conditions to the Offer and the Merger; and (iv) fully enforcing each Sponsor’s obligations (and the rights of Parent and Purchaser) under the Equity Commitment Letter. (b) Neither Purchaser nor Parent shall agree to any amendments or modifications to, or grant any waivers of, any condition or other provision or remedy under the Equity Commitment Letter without the prior written consent of the Company (which may be granted or withheld in the Company’s sole discretion), to the extent such amendments, modifications or waivers would (i) reduce the aggregate amount of aggregate cash proceeds available from the Financing, or (ii) impose new or additional conditions precedent or otherwise expands, amends or modifies any of the conditions precedent or other terms therein in a manner adverse to Purchaser, Parent or the Company, including by seeking any expansion, waiver, amendment or modification that would be reasonably likely to (A) prevent or delay or impair the ability of Purchaser and Parent to consummate the Offer, the Merger and the other transactions contemplated hereby, (B) adversely impact the ability of the Company, Purchaser or Parent to enforce its rights under or remedies against the Roll-Over Commitments against other parties to the Equity Commitment Letter or (C) make the timely funding of the Financing or satisfaction of the conditions precedent to obtaining the Financing any less likely to occur. Parent shall promptly (and in any event within one (1) Business Day) notify the Company of (i) any amendment, waiver or modification, or agreement to do any of the foregoing, of any term of the Equity Commitment Letter, (ii) the expiration or termination (or attempted or purported termination, whether or not valid) of the Equity Commitment Letter, or (iii) any refusal by the Sponsor to provide, any stated intent by the Sponsor to refuse to provide, or any expression of concern or reservation by the Sponsor regarding its obligation and/or ability to provide, the full financing contemplated by the Equity Commitment Letter. Neither Purchaser nor Parent shall release or consent to the termination of the obligations of the lenders and other persons providing Persons under the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Equity Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedLetter.

Financing. 7.11.1 Subject to the terms and conditions of this Agreement, Purchaser will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Debt Commitment Letter (aor the related fee letter) The if such amendment, modification or waiver would reasonably be expected to (i) reduce the aggregate amount available under the Debt Commitment Letter; (ii) impose new or additional conditions precedent to the availability of the Debt Financing or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing or any other terms to the Debt Financing in a manner that would reasonably be expected to (A) materially delay or prevent the Closing; or (B) materially delay or prevent the funding of the Debt Financing, or the satisfaction of the conditions to obtaining the Debt Financing; or (iii) materially adversely impact the ability of Borrower to enforce its rights against the other parties to the Debt Commitment Letter (it being understood that Borrower may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement). Any reference in this Agreement to (1) the “Debt Financing” will include the financing contemplated by the Debt Commitment Letter as amended or modified in compliance with this Section 7.11.1; and (2) “Debt Commitment Letter” will include such document as amended or modified in compliance with this Section 7.11.1. 7.11.2 Subject to the terms and conditions of this Agreement, Purchaser shall will use its reasonable best efforts to take, take (or cause to be taken, ) all actions and to do, do (or cause to be done, ) all things necessary necessary, proper and advisable to arrange and obtain the proceeds of the Debt Financing on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions) described in the Financing CommitmentsDebt Commitment Letter and the Fee Letter (or on other terms that, with respect to conditionality, are not less favorable to Borrower than the terms and conditions (including any “flex” provisions) set forth in the Debt Commitment Letter and the Fee Letter), including using its reasonable best efforts to (Ai) maintain in effect the Debt Commitment Letter in accordance with the terms and subject to the conditions thereof; (ii) negotiate, execute and deliver definitive agreements with respect to the Debt Financing Commitmentscontemplated by the Debt Commitment Letter on the terms and conditions (which may include the “flex” provisions) contemplated by the Debt Commitment Letter and the related Fee Letter (or on other terms that, with respect to conditionality, are not less favorable to Borrower than the terms and conditions (Bincluding any “flex” provisions) set forth in the Debt Commitment Letter); (iii) satisfy on a timely basis all conditions to funding that are applicable to Borrower in the Debt Purchaser to obtaining the Financing Commitment Letter that is are within its Borrower’s control (including or, if deemed advisable by consummating Borrower, seek the Equity waiver of conditions applicable to Borrower contained in the Debt Commitment Letter); (iv) consummate the Debt Financing at or prior to the Closing), including using its reasonable best efforts to cause the Financing Sources to fund the Debt Financing at the Closing; (Cv) comply with Borrower’s obligations pursuant to the extent not previously entered intoDebt Commitment Letter; and (vi) enforce Borrower’s rights pursuant to the Debt Commitment Letter. Borrower will fully pay, enter into definitive agreements with respect thereto or cause to be fully paid, all commitment or other fees arising pursuant to the Debt Commitment Letter as and when they become due. 7.11.3 If at any time any portion of the Debt Financing terminates or otherwise becomes unavailable, Purchaser shall use commercially reasonable efforts to arrange for and to obtain as promptly as practicable following any such event alternative financing (“Alternative Financing”) on similar terms and conditions described as those contained in the Debt Commitment Letter and the Fee Letter in an amount sufficient, when added to the portion of the Debt Financing that is available, together with available cash of Purchaser and its Subsidiaries, the borrowings available under the Borrower’s existing revolving credit facility and available cash of the Company and its Subsidiaries, to pay the Required Amount and, for the purposes of this Agreement, all references to the Debt Financing shall be deemed to include such Alternative Financing, all references to the Debt Commitment Letter shall include the applicable documents for the Alternative Financing and all references to the lenders shall include the Persons providing or arranging the Alternative Financing; it being understood that if Purchaser enters into a commitment letter with respect to any Alternative Financing, Purchaser shall be subject to the same obligations with respect to such Alternative Financing as set forth in this Agreement with respect to the Debt Financing. 7.11.4 Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 7.11 will require, and in no event will the reasonable best efforts of Purchaser be deemed or construed to require, Purchaser or Borrower to pay any material fees in excess of those contemplated by the Financing Commitments Debt Commitment Letter and (D) consummate the Financing at or prior to the Closing Fee Letter (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments“flex” terms thereof). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified.

Financing. (ai) The Debt Purchaser shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to obtain the proceeds of the Debt Financing on the terms and conditions described in the Financing Commitments, including to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control Commitment Letters (including by consummating any “flex” provisions contained in any fee letter) and, if required to satisfy the Closing Payment, to obtain the Equity Financing at or prior to on the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in the Equity Commitment and, prior to the Closing, shall not, and shall cause Parent not to, permit any amendment or modification to be made to, replacement of, or any waiver of any provision or remedy under, the Financing Commitments or the definitive agreements with respect thereto, if such amendment, modification, replacement or waiver would (A) reduce the aggregate amount of the Acquisition Financing (including by changing the amount of fees to be paid or original issue discount except in connection with the exercise of any “flex” provisions) below the amount necessary to satisfy the Closing Payment or (B) impose new or additional conditions precedent or otherwise expand, amend, replace or modify any of the conditions precedent to the receipt of the Acquisition Financing or other terms in a manner that would reasonably be expected to (I) delay, impair or prevent the consummation of the Sale, (II) make the timely funding of the Acquisition Financing or satisfaction of the conditions to obtaining the Acquisition Financing materially less likely to occur or (III) adversely impact the ability of the Purchaser or Parent (as applicable) to enforce its rights against other parties to the Financing Commitments or to draw upon and consummate the Acquisition Financing. Any reference in this Agreement to (1) “Acquisition Financing” or “Lenders” shall include the lenders and financing contemplated by the Financing Commitments and (D) consummate the Financing at as amended, replaced or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, modified in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance compliance with this Section 5.10, the term 5.10(a) and (2) “Financing Commitments”, “Equity Commitment” or “Debt Commitment Letters” shall mean the Financing Commitments include such documents as so amended, replaced, supplemented replaced or modifiedmodified in compliance with this Section 5.10(a).

Financing. (a) The Debt Purchaser Parent Entities and the Merger Subs shall, and shall cause each of their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions obtain and to do, or cause to be done, all things necessary to obtain the proceeds of the Financing on the terms and conditions described in the Financing Commitments, including to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating consummate the Equity Financing at or prior to the ClosingEffective Time on the terms described in, and subject only to the conditions expressly set forth in, the Equity Commitment Letter delivered to the Company Entities on or prior to the date hereof, including using its reasonable best efforts to maintain in full force and effect the Equity Commitment Letter. Without limiting the generality of the foregoing, in the event that all conditions contained in the Equity Commitment Letter have been satisfied (or upon funding will be satisfied), the Parent Entities and the Merger Subs shall, and shall cause the Equity Investors to, fund at, prior to or concurrently with the Effective Time, the Equity Financing required to consummate the Transactions and to pay a portion of the Required Amount at, prior to or concurrently with the Effective Time. The Parent Entities and the Merger Subs shall use their reasonable best efforts to comply with their respective obligations, and enforce their rights, under the Equity Commitment Letter in a timely and diligent manner. The Parent Entities and the Merger Subs shall not, without the prior written consent of the Company Entities, (A) permit any amendment, assignment, supplement or other modification to, or any waiver of any provision or remedy under, restate, substitute or replace, the Equity Commitment Letter if such amendment, assignment, supplement, modification, waiver, restatement, substitution or replacement would reasonably be expected to (1) (x) adversely impact the ability of any Parent Entity or Merger Sub to enforce their respective rights against any other parties to the Equity Commitment Letter in any respect as so amended, assigned, replaced, restated, substituted, supplemented or otherwise modified, relative to the ability of the Merger Subs to enforce their rights against any of such other parties to the Equity Commitment Letter as in effect on the date hereof, (y) add new (or expand, amend, or otherwise modify any existing) conditions to the receipt of any Equity Financing or otherwise adversely affect (including with respect to timing) the ability or likelihood of the Parent Entities or the Merger Subs to timely consummate the Mergers at the Closing or any of the Transactions or (z) make the timely funding of any Equity Financing or satisfaction of the conditions to obtaining the Equity Financing less likely to occur, (2) reduce the amount of the Equity Financing or (3) prevent, impede, impair or delay the consummation of the Mergers and the Transactions or obtaining an amount of the Equity Financing that, together with the Debt Financing and, following the consummation of any Company Sale undertaken at the request of the Parent Entities and in accordance with Section 7.16, any Available Company Sale Net Cash Proceeds, would at least equal the Required Amount, (B) terminate any Equity Commitment Letter, (C) take or fail to take any action or enter into any transaction that would reasonably be expected to impede, impair, delay or prevent the timely consummation of the Equity Financing contemplated by the Equity Commitment Letter or (D) adversely affect the ability of the Parent Entities and the Merger Subs to enforce their rights against the other parties to any of the Equity Commitment Letter. (b) The Parent Entities and the Merger Subs shall, and shall cause each of their Affiliates to, use their reasonable best efforts to arrange the Debt Financing and obtain the financing contemplated thereby on the terms and conditions on or prior to the Effective Time (including, to the extent not previously entered intorequired, enter into definitive agreements the full exercise of any flex provisions) set forth in the Debt Commitment Letter, including using their reasonable best efforts to (i) maintain in full force and effect the Debt Commitment Letter in accordance with respect thereto the terms and subject to the conditions thereof, (ii) comply with their obligations under the Debt Commitment Letter, (iii) negotiate, execute and deliver the Definitive Financing Agreements contemplated by the Debt Commitment Letter on the terms and conditions described in or (including the flex provisions) that are no less favorable to the Parent Entities and the Merger Subs than the terms contemplated by the Debt Commitment Letter; provided, that such other terms do not include or result in a Prohibited Modification, (iv) satisfy on a timely basis (or obtain a waiver of) all conditions to funding that are applicable to the Parent Entities and Merger Subs in the Debt Commitment Letter and the Definitive Financing Commitments Agreements, (v) enforce their rights pursuant to the Debt Commitment Letter in a timely and diligent manner and (Dvi) consummate the Debt Financing at or prior to the Closing (on the terms and conditions contemplated by the Debt Commitment Letter, including by seeking causing the Debt Financing Sources to enforce its rights fund the Debt Financing at the Closing. The Parent Entities shall provide to the Company, upon reasonable request, copies of all agreements and other documents relating to the Debt Financing and shall keep the Company reasonably informed on a reasonably current basis and in reasonable detail of material developments in respect of the Debt Financing. The Parent Entities shall give the Company prompt notice of any Financing Failure Event of which the Parent Entities or their Affiliates becomes aware and, as soon as reasonably practicable, the Parent Entities shall provide any information reasonably requested by the Company relating to any Financing Failure Event; provided, that providing such information will not violate any applicable privilege or confidentiality obligation. The Parent Entities and the Merger Subs will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Debt Commitment Letter as and when they become due. (c) The Parent Entities shall not, without the prior written consent of the Company, (i) terminate or permit the termination, withdrawal, repudiation or rescission of, or release any of the obligations of any Debt Financing Source under the Roll-Over Commitments against Debt Commitment Letter or the lenders and Definitive Financing Agreements (other persons providing than, for the Roll-Over Commitmentsavoidance of doubt, pursuant to any reduction in the amount of the Debt Financing pursuant to Section 10 of the Debt Commitment Letter). The , unless such Debt Purchaser shall not agree Commitment Letter or Definitive Financing Agreement is replaced at such time with a new commitment letter or definitive agreement that, were it structured as an amendment to such Debt Commitment Letter or Definitive Financing Agreement, would satisfy the following clause (ii), or (ii) permit any amendment, replacementassignment, supplement or other modification ofto, or waive any waiver of its rights any provision or remedy under, any or restate, substitute or replace, the Debt Commitment Letter or the Definitive Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any Agreements if such amendment, replacementassignment, supplement modification, waiver, restatement, substitution or other modification replacement (w) would reasonably be expected to adversely impacts in any material respect the ability of the Parent Entities or Merger Subs to enforce their respective rights against the Debt Financing Sources party to such Debt Commitment Letter or Definitive Financing Agreement as so amended, assigned, replaced, restated, substituted, supplemented or otherwise modified, relative to the Roll-Over Commitments (i) does not involve ability of the Parent Entities or Merger Subs to enforce their rights against any conditions of such other parties to funding the Roll-Over that are not contained in, and satisfied Debt Commitment Letters as in effect on the date of entry intohereof, such amendment, replacement, supplement or other modification (x) would be reasonably expected to (1) add any new condition to the same extent asDebt Financing (or amend or modify any existing condition in any manner adverse to the Parent Entities) or otherwise be reasonably expected to delay or adversely affect the ability of the Parent Entities or the Merger Subs to consummate the Mergers at the Closing or any of the Transactions contemplated by this Agreement, or (2) reasonably be expected to delay or prevent or make less likely the Roll-Over Commitments timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing, (y) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing provided for under such Debt Commitment Letter or Definitive Financing Agreement (including by changing the amount of fees to be paid in respect of the Debt Financing or original issue discount in respect of the Debt Financing) to an amount, when taken together with the available portion of the Debt Financing and the Equity Financing together with, following the consummation of any Company Sale undertaken at the request of the Parent Entities and in accordance with Section 7.16, any Available Company Sale Net Cash Proceeds, less than the Required Amount, or (iiz) does not would reasonably be expected to prevent, materially impede or materially delay the consummation of the Roll-Over or Mergers and the transactions other Transactions contemplated by this Agreement or (the TDC Agreementeffects described in clauses (w) through (z), collectively, the “Prohibited Modifications”); and provided that provided, that, subject to Section 7.05(e), the Parent Entities may amend the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lendersCommitment Letter to add Debt Financing Sources, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had have not executed the Roll-Over Commitments Debt Commitment Letter as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay hereof. In the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon event any such amendment, replacementmodification, supplement waiver or modification replacement of the Debt Financing Commitments in accordance with this Section 5.107.13(c) is effected, any reference in this Agreement to the term (A) the “Financing CommitmentsDebt Commitment Letter” shall will be deemed to mean the Financing Commitments Debt Commitment Letter as so amended, supplemented, modified, waived or replaced, supplemented (B) the “Definitive Financing Agreements” will be deemed to mean the Definitive Financing Agreements as so amended, supplemented, modified, waived or modifiedreplaced, (C) the “Debt Financing” will be deemed to mean the debt financing contemplated by the Debt Commitment Letter or the Definitive Financing Agreements, as applicable, each as modified pursuant to the foregoing, and (D) the “Debt Financing Sources” will be deemed to include the Persons signatory to the Debt Commitment Letter or the Definitive Financing Agreements, as applicable, each as modified pursuant to the foregoing. (d) In the event that any portion of the Debt Financing becomes unavailable for any reason, including on the terms and conditions (including the flex provisions) set forth in the Debt Commitment Letter (such unavailability of Debt Financing, a “Financing Failure Event”), the Parent Entities shall use their reasonable best efforts to, as promptly as practicable following the occurrence of such event, (i) obtain alternative financing from alternative sources in an amount, when taken together with the available portion of the Debt Financing, the Equity Financing and, following the consummation of any Company Sale undertaken at the request of the Parent Entities and in accordance with Section 7.16, any Available Company Sale Net Cash Proceeds, sufficient to pay the Required Amount at Closing, and (ii) obtain one or more new debt financing commitment letters with respect to such alternative debt financing, which new debt financing commitment letters will replace the existing Debt Commitment Letter in whole or in part, provided in no event shall their reasonable best efforts be deemed or construed to require them to, obtain alternative financing that includes terms and conditions, taken as a whole, that are less favorable in any material respect to the Parent Entities and the Merger Subs than the terms and conditions, taken as a whole, set forth in the Debt Commitment Letter, and in each case, as of the date hereof (taking into account any flex provisions applicable thereto contained in the related fee letters) or would require them to pay any fees or agree to pay any interest rate amounts or original issue discounts, in either case, in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (taking into account any flex provisions applicable thereto), or which would add any new condition to the consummation of such alternative debt financing, or otherwise be reasonably expected to make the timely funding of such alternative financing in full less likely to occur, than the conditions set forth in the Debt Commitment Letter as of the date hereof; provided, further, for the avoidance of doubt, that in no event shall a reduction in the amount of Debt Financing pursuant to Section 10 of the Debt Commitment Letter be deemed to be a Financing Failure Event. The Parent Entities shall promptly provide the Company Entities with a copy of any such new debt financing commitment letter (and a redacted fee letter in connection therewith (of which only the fee amounts, price caps and economic “flex” terms have been redacted; provided, that such redacted terms do not affect the conditionality of or the amount of Debt Financing to be funded at the Closing)). In the event that any new debt financing commitment letters are obtained in accordance with this Section 7.13(d), any reference in this Agreement to (A) the “Debt Commitment Letter” will be deemed to mean the Debt Commitment Letter to the extent not superseded by one or more new debt financing commitment letters at the time in question and any new debt financing commitment letters to the extent then in effect, (B) the “Financing” or the “Debt Financing” will be deemed to mean the debt financing contemplated by the Debt Commitment Letter as modified pursuant to the foregoing and (C) the “Debt Financing Sources” will be deemed to include the Persons signatory to the new debt financing commitment letters.

Financing. (a) The Debt Each of Purchaser and Parent shall use its their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange, consummate and obtain the proceeds of the Financing on the terms and conditions described in the Financing Commitments, including using their respective reasonable best efforts to: (i) enter into definitive agreements with respect thereto which are subject to no additional conditionality (Aother than conditionality that would be permitted pursuant to Section 5.13(b)) maintain than, and are otherwise on substantially the terms and conditions contained in effect the Financing Commitments, (Bii) satisfy satisfy, or use reasonable best efforts to cause their Representatives to satisfy, on a timely basis all conditions applicable to, and within the control of, Parent or Purchaser or their respective Representatives in such definitive agreements and (iii) upon the satisfaction of the conditions thereto and to Purchaser’s obligation to consummate the Offer or the Merger, as applicable, consummate the Debt Financing and the Equity Financing, at the Offer Closing (with respect to amounts required to consummate the Offer) and the Merger Closing (with respect to amounts required to consummate the Merger) and, upon the satisfaction of the conditions thereto and to Purchaser’s obligation to consummate the Offer or the Merger, as applicable, cause the lenders who are party to the Debt Financing Commitments and any other person providing Financing to fund the Financing at the Offer Closing (with respect to amounts required to consummate the Offer) and the Merger Closing (with respect to amounts required to consummate the Merger). (b) Purchaser and Parent shall not agree to any amendments or modifications to, or grant any waivers of, any condition or other provision or remedy under the Financing Commitments or Financing Agreements without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned), to the extent such amendments, modifications or waivers would reduce the aggregate amount of aggregate cash proceeds available from the Financing to fund the amounts required to be paid by Purchaser or Parent under this Agreement (as compared to the amount of such aggregate proceeds contemplated under the Financing Commitments as in effect on the date hereof) to an amount committed below the amount that is required to consummate the transactions contemplated hereby. Purchaser and Parent shall not agree without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned) to impose new or additional conditions precedent or otherwise expand, amend or modify any of the conditions precedent to funding of the Financing Commitments other than immaterial customary conditions which are likely to be satisfied and which do not (i) prevent or delay the funding of the Financing or (ii) make the timely funding of the Financing or satisfaction of the conditions precedent to obtaining the Financing that is within its control (including by consummating taking into account the expected timing of the Marketing Period) less likely to occur. Neither Purchaser nor Parent shall release or consent to the termination of the obligations of the lenders and other Persons under the Financing Commitments or Financing Agreements, except for (1) assignments and replacements of an individual lender in accordance with the terms of the syndication provisions of the Debt Commitment Letter with respect to the Debt Financing, or in accordance with the terms of the Equity Commitment Letter or Section 5.13(c) with respect to the Equity Financing at or prior (2) in connection with any amendment, modification, waiver or replacement thereof otherwise permitted hereby. For purposes of clarification, the foregoing shall not prohibit Purchaser and Parent from amending the Debt Commitment Letter to add or replace lender(s), lead arrangers, bookrunners, syndication agents or similar entities and their respective Affiliates as parties thereto or in any other manner consistent with this Agreement as a party thereto. (c) Except as set forth in Section 5.13(c) of the Parent Disclosure Letter, in no event shall Purchaser or Parent (i) award any agent, broker, investment banker, financial advisor or other firm or person any financial advisory role on an exclusive basis in connection with the Merger or the Offer or (ii) prohibit or seek to prohibit any bank or investment bank or other potential provider of debt or equity financing, from providing or seeking to provide financing or financial advisory services to any Person in connection with a transaction relating to the ClosingCompany or the Company Subsidiaries or in connection with the Offer or the Merger. (d) In the event that any portion of the Debt Financing becomes unavailable in the manner or from the sources contemplated in the Debt Commitment Letter or Financing Agreements (other than as a result of the Company’s breach of any representation, warranty, covenant or agreement set forth in this Agreement), (Ci) Parent shall promptly so notify the Company and (ii) Purchaser and Parent shall use their respective reasonable best efforts to the extent not previously entered intoarrange and obtain, and to negotiate and enter into definitive agreements with respect thereto to, alternative debt financing from the same or alternative financial institutions in an amount sufficient to consummate the Transactions (or replace any unavailable portion of the Financing) on terms and conditions described that are not materially less favorable, in the aggregate, to Purchaser and Parent than those in the Financing Commitments that such alternative debt financing would replace (taking into account any flex provisions), as promptly as practicable following the occurrence of such event; provided, that neither Purchaser nor Parent shall be required to execute any new debt commitment letter or arrange for such alternative debt financing on terms and conditions that are materially less favorable, in the aggregate, to Purchaser and Parent than those included in the Financing Commitments that they would replace. The definitive agreements entered into pursuant to the first sentence of this Section 5.13(d) or Section 5.13(a)(i) are referred to in this Agreement, collectively, as the “Financing Agreements.” In the event any new Financing Commitment is obtained in accordance herewith, (i) any reference in this Agreement to the “Financing,” the “Equity Financing” or the “Debt Financing” shall mean the financing contemplated by the Financing Commitments and (DCommitment(s) consummate the Financing at or prior as permitted to the Closing (including by seeking be modified pursuant to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendmentthis Section 5.13, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay any reference in this Agreement to the consummation of the Roll-Over “Financing Agreements” or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean be deemed to include the Financing Commitments as so amended, replaced, supplemented or modifiedCommitment(s) that are not superseded by a new Financing Commitment at the time in question and the new Financing Commitment(s) to the extent then in effect.

Financing. (a) The Debt Subject to the terms and conditions of this Section 6.15, Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to obtain the proceeds of arrange the Financing as promptly as practicable and in a timely fashion on the terms and conditions described in the Financing CommitmentsCommitment Documents, including using its reasonable best efforts to (Aa) maintain in effect the commitment for the Financing Commitmentsset forth in the Commitment Documents and comply with all covenants or agreements of Purchaser (and cause its Affiliates to comply with any covenant or agreement of any of its Affiliates) set forth in the Commitment Documents or any definitive documentation relating to the Financing, (Bb) negotiate and execute definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Documents (including any flex terms in the Commitment Documents) and otherwise on terms acceptable to Purchaser and its Financing Sources, (c) satisfy or obtain a waiver of (and cause its Affiliates to satisfy or obtain such waiver), on a timely basis basis, all conditions applicable to Purchaser and its Affiliates in such Commitment Documents and the Debt Purchaser definitive agreements related thereto that are within its or its Affiliates’ control, (d) in the event that all conditions to obtaining the commitment of any counterparty to the Commitment Documents providing such Financing have been satisfied (or waived, as applicable), consummate the Financing that is within its control (including by consummating the Equity Financing at on or prior to the ClosingClosing Date, and (e) use commercially reasonable efforts to cause the lenders and the other Person(s) providing the Financing to fund when required hereunder the Financing required to consummate the Transaction. Purchaser shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under the Commitment Documents (except in compliance with the flex provisions of the fee letters as in effect as of the date hereof), if such amendment, modification or waiver (Ci) reduces the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount), to an amount below the amount required, together with all other financial resources by Purchaser, to consummate the transactions contemplated hereby on the terms set forth in this Agreement, (ii) amends the existing, or imposes additional, conditions precedent to the Financing, (iii) would reasonably be expected to delay or prevent the Closing Date or make the funding of the Financing less likely to occur, (iv) imposes additional material obligations on Seller, or its Subsidiaries prior to the Closing Date or (v) adversely impact the ability of Purchaser or any of its Affiliates, as applicable, to enforce its rights against the other parties to the Commitment Documents or the definitive agreements with respect to the Financing (the amendments described in the foregoing clauses (i) through (v), “Prohibited Amendments”). Purchaser shall deliver to Seller true and complete copies of any amendment, modification, supplement, consent or waiver to or under any of the Commitment Documents or the definitive agreements relating to the Financing promptly upon execution thereof other than amendments or modifications solely for the purpose of joining additional arrangers or financing sources following the date hereof to the extent effected pursuant to the terms of the Notes Offering Commitment Letter or the Loan Agreement, as applicable. Purchaser shall keep Seller informed on a current basis and in reasonable detail of the status of its efforts to arrange, and of any material developments concerning the timing of, the closing of the Financing. Purchaser shall give Seller notice (i) promptly after obtaining knowledge thereof, of any actual or likely material breach, violation, default, termination or repudiation by any party to any of the Commitment Documents or definitive documents related to the Financing, (ii) of its receipt of any written notice from any of its Financing Sources alleging a breach, violation default, termination or repudiation by any party to the Commitment Documents or any definitive document related to the Financing of any provisions of the Commitment Documents or any definitive document related to the Financing, (iii) the occurrence of an event or development that Purchaser expects to have a material and adverse impact on the ability of Purchaser to obtain all or any material portion of the Financing contemplated by the Commitment Documents, (iv) of any material dispute or disagreement between or among any parties to any of the Commitment Documents or any definitive document relating to the Financing with respect to the conditionality or amount of the Financing or the obligation to fund the Financing or the amount of the Financing to be funded at the Closing (but excluding ordinary course negotiations) or (iv) otherwise, if the Financing contemplated by the Commitment Documents becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated therein, in whole or in part, for any reason (each of the foregoing clauses, a “Financing Failure Event”). As soon as reasonably practicable, but in any event within two Business Days of the date Seller delivers to Purchaser a written request, Purchaser shall provide to Seller any information reasonably requested by Seller relating to any Financing Failure Event. If any portion of the Financing becomes unavailable on the terms and conditions (including any applicable market flex provisions) contemplated by the Commitment Documents and alternative financing (so long as the terms thereof are of the type that would not previously entered intoconstitute a Prohibited Amendment) is not then made available in an amount equal to such portion, and such portion is required to pay the Purchase Price on the terms and conditions contemplated by this Agreement and to pay Purchaser’s fees and expenses related thereto, Purchaser shall promptly notify Seller in writing and Purchaser shall use its reasonable best efforts to arrange and obtain in replacement thereof, and negotiate and enter into definitive agreements with respect thereto on to, alternative financing from alternative sources in an amount sufficient to consummate the Transactions with terms and conditions described (including market flex provisions) not materially less favorable, taken as a whole, to Purchaser than the terms and conditions set forth in the Commitment Documents, as promptly as practicable following the occurrence of such event but no later than the final day of the Marketing Period; provided, that in no event will the reasonable best efforts of Purchaser be deemed or construed to require Purchaser to (A) pay fees materially in excess of those contained in the Commitment Documents (including the market flex provisions) or agree to "market flex" terms, materially less favorable to Purchaser than the corresponding market flex terms contained in or contemplated by the Financing Commitments and Commitment Documents or (DB) consummate enter into any alternative financing terms the Financing at terms of which are materially less favorable to Purchaser than the terms contained in the Commitment Documents on the date hereof (taken as a whole). (b) Notwithstanding anything contained in this Section 6.15 or prior in any other provision of this Agreement, in no event shall Purchaser be required to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, amend or waive any of its rights under, any Financing Commitment the terms or any definitive agreements related to the Financingconditions hereof. (c) Subject, in each case, to the rights of the parties to the Commitment Documents under the terms thereof and the definitive documentation with respect to the Financing, none of the parties hereto in their capacities hereunder shall have any rights or claims against any Financing Source in connection with this Agreement, the Commitment Documents, the Financing, the definitive documentation in connection thereto or any of the transactions contemplated thereby, and, without prejudice to the Company’s prior written consent (which consent rights of each Financing Source pursuant to the Commitment Documents and the definitive documentation with respect to the Financing, each Financing Source, solely in its capacity as an agent, underwriter, purchaser, lender or arranger, shall not be unreasonably withheld have any rights or delayedclaims against any party hereto or any related Person thereof, in connection with this Agreement, whether at law or equity, in contract, in tort or otherwise (other than with respect to enforcing their rights as third party beneficiaries of this Agreement). In furtherance and not in limitation of the foregoing waiver, provided it is acknowledged and agreed that no Financing Sources shall have any such amendmentliability for any claims or damages to any Seller or any of its Subsidiaries in connection with this Agreement, replacementthe Commitment Documents, supplement the Financing or the transactions contemplated hereby or thereby. (d) Notwithstanding anything in Section 10.10 to the contrary, each of the parties hereto agrees that it will not bring or support any action (whether at law, in equity, in contract, in tort or otherwise) against any Financing Sources or any other Persons that have committed to provide or otherwise entered into agreements in connection with the Financing or other modification financings in connection with the transactions contemplated hereby in any way relating to the Roll-Over Commitments (i) does not involve this Agreement or any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement Agreement, including any dispute arising out of or in any way relating to the Commitment Documents or the TDC Agreement; and provided that performance thereof, in any forum other than the Debt Purchaser may replace and amend Supreme Court of the Roll-Over Commitments solely State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the purpose Southern District of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed New York in the Roll-Over Commitments as County of the date New York (and appellate courts thereof). The provisions of this Agreement so long as such addition does not preventSection 6.15(d) shall be enforceable by each Financing Source, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedits Affiliates and their respective successors and permitted assigns.

Financing. Each applicable Landlord shall be entitled to encumber one or more of its Hotels with a Mortgage on commercially reasonable terms and in such event, such Landlord, the applicable Owner and Manager shall be required to execute and deliver, and such Landlord agrees to require Mortgagee to execute and deliver, an instrument (a “Subordination Agreement”) which shall be recorded in the jurisdiction where any such encumbered Hotel is located, which provides that: A. This Agreement and any extensions, renewals, replacements or modifications thereto, and all right and interest of Manager in and to such Hotel, shall be subject and subordinate to the Mortgage; and B. If there is a foreclosure of a Mortgage in connection with which title or possession of such Hotel is transferred to the Mortgagee (or its designee) or to a purchaser at foreclosure or to a subsequent purchaser from the Mortgagee (or from its designee) (each of the foregoing, a “Subsequent Holder”), Manager shall not be disturbed in its rights under this Agreement, so long as (a) The Debt Purchaser no Manager Event of Default (beyond the applicable notice and cure period, if any) has occurred thereunder which entitles the applicable Owner to terminate this Agreement, and (b) the applicable Lease has not been terminated as a result of a monetary default which arises from acts or failure to act by Manager pursuant to this Agreement, provided, however, that such Subsequent Holder shall use its reasonable best efforts not be (a) liable in any way to takeManager for any act or omission, neglect or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds default of the Financing prior Landlord or Owner (b) responsible for any monies owing or on the terms and conditions described in the Financing Commitments, including to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable deposit with any prior Landlord or Owner to the Debt Purchaser to obtaining the Financing that is within its control credit of Manager (including by consummating the Equity Financing at or prior except to the Closingextent actually paid or delivered to such Subsequent Holder), (Cc) subject to any counterclaim or setoff which theretofore accrued to Manager against any prior Landlord or Owner, (d) bound by any modification of this Agreement subsequent to such Mortgage which was not approved by the Mortgagee, (e) liable to Manager or beyond such Subsequent Holder’s interest in such Hotel and the rents, income, receipts, revenues, issues and profits issuing from such Hotel, or (f) required to remove any Person occupying such Hotel or any part thereof, except if such person claims by, through or under such Subsequent Holder. If a Lease is terminated as a result of a non-monetary default which was not caused by a Manager Event of Default pursuant to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or such Subsequent Holder succeeds to the TDC Agreement; interest of the applicable Owner thereunder, the Mortgagee or Subsequent Holder, as applicable, and provided Manager shall agree that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by applicable Hotel will continue to be subject to this Agreement or a stand-alone agreement with respect to such Hotel on substantially the TDC Agreement. Upon any such amendment, replacement, supplement or modification of same terms and provisions as this Agreement (but neither the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedMortgagee nor Subsequent Holder will be responsible to pay past due amounts hereunder).

Financing. (a) The Debt Purchaser shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the proceeds of the Financing on the terms and conditions described in the Financing Commitments, including commercially reasonable efforts to (Ai) maintain in effect the Financing Commitments, (Bii) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing)Financing, (Ciii) to the extent not previously entered into, enter into negotiate definitive agreements with respect thereto on terms and conditions described contained in or contemplated by the Financing Commitments or other terms that would not materially and adversely impact the ability of Purchaser to timely consummate the transactions contemplated hereby and (Div) consummate the Financing at or prior to the Closing (including by seeking to enforce enforcing all of its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Financing Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s Sellers’ prior written consent (which consent shall not be unreasonably withheld or delayed), provided that except any such amendment, replacement, supplement or other modification to the Roll-Over Financing Commitments that would not (iA) does not involve materially reduce the aggregate amount of the Financing below that amount required to consummate the purchase of the Shares and the other transactions contemplated by this Agreement, (B) materially adversely amend or expand any conditions to funding the Roll-Over Financing that are not contained inin the Financing Commitments, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification (C) reasonably be expected to the same extent as, the Roll-Over Commitments and (ii) does not prevent, prevent or materially impede or materially delay the consummation of the Roll-Over Financing or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.106.17, Purchaser shall provide a copy thereof to the Sellers and the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified. (b) In the event all or any portion of the Financing becomes unavailable on the terms and conditions described in or contemplated by the Financing Commitments for any reason, Purchaser shall use its commercially reasonable efforts to arrange to obtain, as promptly as practicable following the occurrence of such event alternative financing from alternative sources (the “Alternative Financing”) in an amount sufficient to consummate the transactions contemplated by this Agreement which in Purchaser’s reasonable judgment would not involve financial terms that are less beneficial, and other terms that are less beneficial in the aggregate, to Purchaser, would not involve any conditions to funding the Financing that are not expressly contained in the Financing Commitments and would not reasonably be expected to prevent or materially impede the consummation of the Financing or the transactions contemplated by this Agreement. (c) Purchaser shall give the Sellers prompt written notice of any breach by any party of the Financing Commitments (or commitments for any Alternative Financing) of which Purchaser becomes aware or any termination of the Financing Commitments (or commitments for any Alternative Financing). Purchaser shall keep the Sellers informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing (or Alternative Financing) and, to the extent permitted, provide to the Sellers copies of all documents related to the Financing (or Alternative Financing).

Financing. (a) The Debt Purchaser Each of Parent and Acquisition Sub acknowledges and agrees that prior to the Effective Time the Company and its Affiliates and its and their respective Representatives shall use not be required to incur any liability to any Person under any financing that Parent and Acquisition Sub may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to Section 6.16 and that Parent and Acquisition Sub shall, and shall cause their Affiliates to, on a joint and several basis, indemnify and hold harmless the Company and its Affiliates and its and their respective Representatives from and against, and compensate and reimburse the Company and its Affiliates and its and their respective Representatives for, any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Financingany such financing, except in each case to the extent arising from the gross negligence, recklessness or willful misconduct of any such Persons. (b) Subject to the terms and conditions of this Agreement, each of Parent and Acquisition Sub shall use, and shall cause their Affiliates to use, their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the proceeds of the Financing as promptly as practicable on the terms and conditions described in the Financing CommitmentsCommitment Letter, including using (and causing their Affiliates to use) their respective reasonable best efforts to: (Ai) maintain in effect the Financing CommitmentsCommitment Letter, (Bii) satisfy enter into definitive agreements with respect thereto as promptly as practicable on the terms and conditions contained in the Commitment Letter, which agreements shall be in effect as promptly as practicable after the date hereof, but in no event later than the Effective Time, (iii) satisfy, or cause their Representatives to satisfy, on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing Parent, Acquisition Sub or their respective Representatives in such definitive agreements that is are within its control (including by consummating the Equity Financing at or prior to the Closing)control, (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (Div) consummate cause the Lender and any other Persons providing Financing to fund the Financing at or prior to the Closing Effective Time, including by enforcing (including by seeking through litigation to enforce) such Persons’ funding obligations (and the rights of Parent and Acquisition Sub) under the Commitment Letter and Financing Arrangements (as defined below) to the extent necessary to fund the Merger Consideration. (c) Parent shall not agree to, or permit, any amendments or modifications to, or any waivers under, the Commitment Letter without the prior written consent of the Company if such amendments, modifications or waivers would reduce the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing), or impose new or additional conditions or otherwise expand the then existing conditions precedent to funding of the Financing at or prior to the Effective Time, if such new or additional conditions or such expanded existing conditions would reasonably be expected to (i) prevent or materially delay or impair the ability of Parent to consummate the Merger or (ii) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Commitment Letter. Parent shall not release or consent to the termination of the funding obligations of the Lender under the Roll-Over Commitments against Commitment Letter, except for assignments and replacements of an individual lender under the lenders and terms of or in connection with the syndication of the Commitment Letter if applicable; provided, that such assignments or replacements would not prevent or materially delay or impair the ability of Parent to consummate the Merger or the other persons providing transactions contemplated by this Agreement. (d) In the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit event that Parent determines that any amendment, replacement, supplement or other modification of, or waive any portion of its rights under, any the Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall will not be unreasonably withheld available in the manner or delayed)from the sources contemplated in the Commitment Letter, provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding Parent shall promptly so notify the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments Company and (ii) does not preventParent and Acquisition Sub shall use their respective reasonable best efforts to arrange and obtain, materially impede or materially delay the consummation of the Roll-Over or and to negotiate and enter into definitive agreements with respect to, alternative financing from alternative financial institutions in an amount sufficient to consummate the transactions contemplated by this Agreement or upon conditions not materially less favorable to Parent than those in the TDC Agreement; Commitment Letter, as promptly as practicable following the occurrence of such event (and provided that in any event no later than the Debt Purchaser may replace and amend Effective Time). The definitive agreements entered into pursuant to the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date first sentence of this Agreement so long Section 6.15(d) or Section 6.15(a) are referred to in this Agreement, collectively, as such addition does not prevent, materially impede or materially delay the consummation “Financing Agreements.” (e) Each of Parent and Acquisition Sub acknowledges and agrees that neither the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification obtaining of the Financing Commitments or any alternative financing, nor the completion of any issuance of securities contemplated by the Financing or any alternative financing, is a condition to the Closing. (f) Parent shall (i) promptly furnish the Company complete, correct and executed copies of the Financing Agreements and any amendment, modification or replacement of the Commitment Letter or any Financing Agreements promptly upon their execution, (ii) give the Company prompt written notice of any breach or threatened (in accordance with writing) breach by any party of the Commitment Letter or any of the Financing Agreements of which Parent or Acquisition Sub becomes aware or any termination or threatened (in writing) termination thereof, (iii) give the Company prompt written notice of any material dispute or disagreement between or among any parties to the Commitment Letter or any Financing Agreements that would reasonably be expected to result in a breach under the Commitment Letter or Financing Agreements, (iv) give the Company prompt written notice if for any reason Parent or Acquisition Sub has determined in good faith that it will not be able to obtain all or any portion of the Financing on substantially the terms and conditions contemplated by the Commitment Letter or Financing Agreements, (v) promptly furnish any additional information reasonably requested in writing by the Company relating to the circumstances in clauses (i) through (iv) of this Section 5.10, 6.15(f)) and (vi) otherwise keep the term “Financing Commitments” shall mean Company reasonably informed of the status of its efforts to arrange the Financing Commitments as so amended, replaced, supplemented (or modifiedany alternative financing).

Financing. (a) The Debt Purchaser Each of Parent and Merger Sub shall use its reasonable best efforts to takeobtain, or cause to be takenobtained, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of the Financing on the terms and conditions described in the Financing CommitmentsCommitment Letters, including using its reasonable best efforts with respect to (Ai) maintain maintaining in effect the Financing CommitmentsCommitment Letters, (Bii) satisfy negotiating definitive agreements with respect to the Financing (the “Definitive Agreements”) consistent with the terms and conditions contained in the Commitment Letters or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing) the ability of Parent and its Affiliates to consummate the transactions contemplated herein, and (iii) satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Debt Purchaser Financing. In the event that all conditions contained in the Commitment Letters have been satisfied (or upon funding will be satisfied), each of Parent and Merger Sub shall use its reasonable best efforts to timely cause the Lenders and Equity Investors to fund the Financing. (b) Parent shall not, without the prior written consent of the Special Committee, (i) terminate the Commitment Letters, unless the Commitment Letters are replaced in a manner that would not conflict with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, either Commitment Letter if such amendment, modification, waiver, or replacement (w) would (1) add any material new condition to either Financing Commitment (or modify any existing condition in a manner materially adverse to Parent or Merger Sub) or otherwise that would be reasonably expected to materially adversely affect the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or the likelihood of Parent and Merger Sub doing so, or (2) be reasonably expected to make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing that is within its control materially less likely to occur, (x) reduces the aggregate amount of the Financing (including by consummating increasing the Equity Financing at or prior aggregate amount of fees to be paid in respect of the ClosingFinancing), (Cy) to would materially adversely affect the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in ability of Parent or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking any of its Affiliates to enforce its rights under against other parties to either such Commitment Letter or the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to Definitive Agreements as so amended, replaced, supplemented or permit any amendment, replacement, supplement or other modification ofotherwise modified, or waive any of its rights under, any Financing Commitment or any definitive agreements related (z) would reasonably be expected to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or Merger and the other transactions contemplated by this Agreement Agreement. (c) In the event that any portion of the Financing becomes unavailable, regardless of the reason therefor, Parent shall (i) promptly notify the Special Committee of such unavailability and the reason therefor and (ii) use its reasonable best efforts to obtain as soon as possible following the occurrence of such event, alternative financing (in an amount sufficient to replace such unavailable Financing) from the same or other sources and on terms and conditions no less favorable in the aggregate to the Parent than such unavailable Financing. (d) Parent shall provide the Special Committee with prompt oral and written notice (i) of (x) any material breach or default by any party to the Commitment Letters or the TDC Agreement; Definitive Agreements or any termination of the Commitment Letters, (y) the receipt of any written notice or other written communication to Parent or any of its Affiliates from any Lender or Equity Investor, or other financing source with respect to any actual or threatened breach, default, termination or repudiation by any party to the Commitment Letters or the Definitive Agreements or any provision thereof or (z) any material dispute or disagreement between or among Parent and provided any of its Affiliates, on the one hand, and the Lenders and Equity Investors, on the other hand, or, to the Knowledge of Parent, among any Lenders or Equity Investors to the Commitment Letters or the Definitive Agreements with respect to the obligation to fund any of the Financing or the amount of the Financing to be funded at Closing, and (ii) if at any time for any reason Parent or any of its Affiliates believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms and conditions, in the manner or from the sources contemplated by the Commitment Letters or the Definitive Agreements. Parent shall keep the Special Committee reasonably informed on a current basis of the status of its efforts to consummate the Financing. (e) Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement shall (i) confer upon the Company, its stockholders or any of their respective Affiliates any right or cause of action against the Lenders or their current or future Representatives (collectively, the “Lender Related Parties”) or with respect to the Debt Purchaser may replace Financing Commitment, the Debt Commitment Letter or any other agreement related thereto or (ii) require the Merger Sub, the Parent or any of their Affiliates to bring any legal proceeding against any Lender or Lender Related Party for any reason, including with respect to the Debt Financing Commitment, the Debt Commitment Letter or any other agreement related thereto. Notwithstanding anything contained in this Agreement to the contrary, the Company, on behalf of itself and amend the Roll-Over Commitments solely for the purpose of adding lendersits Affiliates and any Person claiming by, lead arrangers, book runners, syndication agents through or similar entities who had not executed the Roll-Over Commitments as on behalf of the date Company, (x) hereby waives any claims or rights against any Lender or Lender Related Party relating to or arising out of this Agreement so long as such addition does not preventAgreement, materially impede or materially delay the consummation of Debt Financing Commitment, the Roll-Over or Debt Commitment Letter and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, (y) hereby agrees not to bring any legal proceeding against any Lender or Lender Related Party in connection with this Agreement, the Debt Financing Commitment, the Debt Commitment Letter and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and (z) hereby agrees to cause any legal proceeding asserted against any Lender or Lender Related Party by this Agreement or the TDC Agreement. Upon any such amendmentPerson in connection with this Agreement, replacementthe Debt Financing Commitment, supplement the Debt Commitment Letter and the transactions contemplated hereby and thereby to be dismissed or modification otherwise terminated, in each case, solely in their capacity as a Lender or Lender Related Party. In furtherance and not in limitation of the Financing Commitments foregoing waivers and agreements, it is acknowledged and agreed that no Lender or Lender Related Party shall have any liability for any claims or damages to Company, its stockholders or any of their respective Affiliates in accordance connection with this Section 5.10Agreement, the term “Debt Financing Commitments” shall mean Commitment, the Financing Commitments as so amended, replaced, supplemented or modifiedDebt Commitment Letter and the transactions contemplated hereby and thereby.

Financing. Tenant agrees that this Lease and all of Tenant's right, title, and interest in and to this Lease and the Premises is subject and subordinate to any mortgage, deed of trust, or other security instrument which Landlord may now or hereafter place upon all or any portion of the Premises (each, a "Mortgage") and to all renewals, modifications, amendments, and extensions thereof and to all the terms and provisions thereof. This provision is self-operative. Tenant agrees, however, to promptly execute any document or instrument which may be requested by Landlord or any mortgagee or lender holding a Mortgage (each, a "Mortgagee") evidencing such subordination. If any Mortgage is foreclosed (or in the event of a deed in lieu of foreclosure), then (a) The Debt Tenant shall, at any purchaser's (including any Mortgagee) at such foreclosure sale (or deed in lieu thereof) (the "Purchaser") election, attorn to such Purchaser shall use its reasonable best efforts and recognize such Purchaser as the "landlord" under this Lease pursuant to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of the Financing on the terms and conditions described in the Financing Commitmentsprovisions of this Lease, including and Tenant will promptly execute any such documents and instruments as may be necessary or appropriate to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments evidence such attornment; and (Db) consummate Tenant waives the Financing at provisions of any statute or prior rule of law, now or hereafter in effect, that provides Tenant any right to terminate this Lease or to otherwise adversely affect Landlord's interest in this Lease upon any such foreclosure proceeding. Any Mortgagee shall also have the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financingright, in each casesuch Mortgagee's discretion, without to subordinate its Mortgage to this Lease. If Tenant, within fifteen (15) days after Landlord's demand, fails to execute and deliver any instrument or document required to be executed by Tenant pursuant to this Section 18, then Landlord is hereby authorized to execute same as attorney-in-fact for the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry intoTenant, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance power being coupled with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedan interest.

Financing. (a) The Debt Purchaser Unless, and to the extent, Parent or Merger Sub have sufficient cash from other sources (including by reason of a capital market or other financing transaction) available to satisfy their obligations under this Agreement, from and after the execution of this Agreement, Parent and Merger Sub shall use its their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of arrange the Financing on the terms and conditions described in the Commitment Letter (including any “market flex” provisions applicable thereto) and shall not permit any amendment or modification to be made to, any replacement of all or any portion of any facilities (or commitments thereof) described in, or any waiver of any provision or remedy under, the Commitment Letter, if such amendment, modification, replacement or waiver (i) reduces the aggregate amount of the Financing Commitments(including by changing the amount of fees to be paid or original issue discount except by operation of the “market flex” provisions) or (ii) imposes new or additional conditions or otherwise expands, including amends or modifies any of the conditions to the receipt of any portion of the Financing in a manner that would or would reasonably be expected to (A) maintain in effect materially delay or prevent the Financing CommitmentsClosing, (B) satisfy on a timely basis all make the funding of the Financing (or satisfaction of the conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at Financing) less likely to occur or prior to the Closing), (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce their rights against other parties to the extent not previously entered intoCommitment Letter or the Definitive Agreements (as defined below), enter into definitive agreements with respect thereto on terms and conditions described in any material respect, including any right to seek specific performance of the Commitment Letter or contemplated by the Financing Commitments and (D) consummate the Financing at or prior Definitive Agreements. Subject to the Closing (including by seeking to enforce its rights under limitations set out in the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any first sentence of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayedthis Section 5.15(a), provided that any such amendmentParent and Merger Sub may amend, replacementsupplement, supplement modify or other modification to replace the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on Commitment Letter as in effect at the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement (1) to add or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had not executed the Roll-Over Commitments Commitment Letter as of the date of this Agreement, (2) to increase the amount of indebtedness and (3) to replace all or a portion of the facility committed under the Commitment Letter as in effect as of the date of this Agreement so long with one or more new facilities under such Commitment Letter or under any new commitment letter or facility (any such new commitment or facility, a “Replacement Facility”); provided, that any amendments, modifications or replacements of any Replacement Facility shall be subject to the same limitations that apply to the Commitment Letter as such addition does set forth in the first sentence of this Section 5.15(a). For purposes of this Agreement (other than with respect to any representations made by Parent or Merger Sub), (x) the term “Financing” shall be deemed to include the financing contemplated by the Commitment Letter as permitted to be amended, modified or replaced pursuant to this Section 5.15 (including any Replacement Facility, any Alternative Financing (as defined below) and, in the case of Section 5.15(e), any offering of debt or equity securities the proceeds of which are intended to be used to satisfy the obligations under this Agreement), and (y) the term “Commitment Letter” shall be deemed to include the Commitment Letter as may be permitted to be amended, modified or replaced pursuant to this Section 5.15 and any commitment letters with respect to any Replacement Facility and the Alternative Financing and any related fee letters. (b) Unless, and to the extent, Parent or Merger Sub have sufficient cash from other sources (including by reason of a capital market or other financing transaction) available to satisfy their obligations under this Agreement, each of Parent or Merger Sub shall use their reasonable best efforts to (i) maintain in effect the Commitment Letter pursuant to its terms (except for amendments not prevent, materially impede or materially delay the consummation of the Roll-Over or prohibited by Section 5.15(a)) until the transactions contemplated by this Agreement Agreement, including the Merger, are consummated, (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including any “market flex” provisions applicable thereto) contained in the Commitment Letter (“Definitive Agreements”) or on other terms not materially less favorable to Parent and Merger Sub, in the TDC aggregate, than the terms and conditions (including any “market flex” provisions applicable thereto) contained in the Commitment Letter, (iii) satisfy on a timely basis (or obtain the waiver of) all conditions to funding in the Commitment Letter applicable to Parent or Merger Sub that are within its control and consummate the Financing at or prior to the Closing in accordance with the terms and conditions of the Commitment Letter at or prior to the Closing and (iv) enforce their rights under the Commitment Letter in the event of a breach or other failure to fund the Financing required to consummate the transactions contemplated by this Agreement. Upon , including the Merger, on the Closing Date by the Financing Sources. (c) Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company reasonably prompt notice: (i) of any such amendmentmaterial breach or default by any party to the Commitment Letter or definitive document related to the Financing of which they become aware; (ii) of the receipt of any oral or written notice or other oral or written communication from any Financing Source with respect to any breach, replacementdefault, supplement termination or modification repudiation by any party to the Commitment Letter or any definitive document related to the Financing of any provisions of the Commitment Letter or any definitive document related to the Financing and (iii) if for any reason Parent or Merger Sub believe in good faith that they will not be able to obtain all or any portion of the Financing Commitments required to consummate the transactions contemplated by this Agreement, including the Merger. (d) Unless, and to the extent, Parent or Merger Sub have sufficient cash from other sources (including by reason of a capital market or other financing transaction) available to satisfy their obligations under this Agreement, in the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, Parent and Merger Sub shall use their respective reasonable best efforts to, as promptly as practicable, arrange alternative debt financing from the same or alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement, including the Merger (the “Alternative Financing”), following the occurrence of such event; provided, however, that Parent shall not be required to obtain financing which includes terms and conditions materially less favorable (taking into account any “market flex” provisions) to Parent and Merger Sub, in each case relative to those in the Financing being replaced. (e) The Company shall use commercially reasonable efforts, shall cause its Subsidiaries to use commercially reasonable efforts, and shall use commercially reasonable efforts to cause its and their Representatives to provide, at Parent’s cost and expense, on a timely basis in each case, all reasonable cooperation requested by Parent in connection with (x) the arrangement of Financing to be incurred in connection with the transactions contemplated by this Agreement, including the Merger, and (y) Refinancing Transactions, including, in the case of both (x) and (y): (i) promptly providing the Financing Sources and/or Refinancing Sources and their respective agents with all financial statements, pro forma financial statements and other information regarding the Company and its Subsidiaries required to be delivered pursuant to Exhibit D of the Commitment Letter or is otherwise necessary to satisfy the conditions thereof (the information required to be delivered pursuant to this clause (i) and the letters referred to in clause (ix) below, the “Required Information”); (ii) promptly providing all other information as may be reasonably requested by Parent, the Financing Sources or Refinancing Sources or their respective agents to prepare customary bank information memoranda, lender presentations, offering memoranda, private placement memoranda (including under Rule 144A under the Securities Act), registration statements and prospectuses under the Securities Act in connection with such Financing and/or Refinancing Transaction; (iii) participating (including by making members of senior management with appropriate seniority and expertise available to participate) in a reasonable number of meetings, due diligence sessions, presentations, “road shows”, drafting sessions and sessions with the rating agencies in connection with the Financing and Refinancing Transactions; (iv) reasonably cooperating with the Financing Sources’ and/or Refinancing Sources’ and their respective agents’ due diligence, to the extent not unreasonably interfering with the business of the Company, including access to documentation reasonably requested by Persons in connection with capital markets transactions; (v) reasonably cooperating with the marketing efforts for any portion of the Financing and Refinancing Transactions; (vi) reasonably cooperating with Parent’s preparation of bank information memoranda, prospectuses and similar documents, rating agency presentations, road show presentations and written offering materials used to complete such Financing or Refinancing Transaction, to the extent information contained therein relates to the business, financial performance or financial condition of the Company and its Subsidiaries, including reasonable assistance in the preparation of pro forma financial statements by Parent and/or Merger Sub; provided, that it is understood that assumptions underlying the pro forma adjustments to be made are the responsibility of Parent and/or Merger Sub; (vii) using commercially reasonable efforts to cause its certified independent auditors to provide (A) consent to the inclusion or incorporation in SEC filings and offering memoranda of the Company’s consolidated financial information (with such changes as the Company and its auditors deem necessary or appropriate) and their reports thereon, in each case, to the extent such consent is required by law, regulation or customary market practice in connection with an underwritten offering of securities of Parent, (B) auditors reports and comfort letters with respect to financial information relating to the Company and its Subsidiaries in customary form, (C) reasonable assistance in the preparation of pro forma financial statements by Parent and/or Merger Sub, provided, that it is understood that assumptions underlying the pro forma adjustments to be made are the responsibility of Parent and/or Merger Sub and (D) other documentation to the extent such other documentation is required or customary; (viii) furnishing all documentation and other information required by Governmental Entities under applicable “know your customer” and anti-money laundering rules and regulations, including U.S.A. Patriot Act of 2001, but in each case, solely as relating to the Company and its Subsidiaries; (ix) issuing customary letters to the Financing Sources and/or Refinancing Sources authorizing the distribution of information to prospective lenders and making customary representations to the Financing Sources and/or Refinancing Sources that such information does not contain a material misstatement or omission and, if requested, confirming that such information does not contain material non-public information with respect to the Company or its Affiliates or any of its or their respective securities for purposes of any applicable securities Laws; (x) providing customary certificates, legal opinions or other customary closing documents as may be reasonably requested by Parent and/or Merger Sub or their respective Financing Sources or Refinancing Sources; (xi) assisting with the pledging of, and the granting and perfection of security interests in, collateral contemplated by the Financing; and (xii) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all indebtedness of the Company and its Subsidiaries contemplated by the Commitment Letter to be paid off, discharged and terminated on the Closing Date; provided, that no obligation of the Company or any of its Subsidiaries under any agreement, certificate, document or instrument related to the Financing (other than the authorization letters referred to in clause (ix) above) shall be effective until the Closing. (f) All non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Section 5.15 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent and Merger Sub may disclose such information to potential financing sources and to rating agencies during the syndication and marketing of the Financing or Refinancing Transactions subject to customary confidentiality undertakings by such potential financing sources or rating agencies. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing or Refinancing Transactions; provided, however, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. Parent and Merger Sub shall promptly indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all (1) costs and expenses incurred in connection with their cooperation pursuant to this Section 5.105.15 and (2) Claims asserted by Financing Sources or Refinancing Sources in connection with the arrangement of the Financing or Refinancing Transactions and any information used in connection therewith (other than information relating to the Company or its Subsidiaries provided to Parent in writing on or behalf of the Company, its Subsidiaries or its and their Representatives) except in the event such Claim arose out of or result from the willful misconduct, gross negligence, fraud, or intentional misrepresentation of the Company, its Subsidiaries or any of their respective Representatives; the foregoing indemnification shall survive termination of this Agreement. (g) Notwithstanding the obligations of the Company under Section 5.15(e), neither the obtaining of the Financing, any Alternative Financing or Refinancing Transaction, nor the completion of any issuance of securities contemplated by the Financing, is a condition to the Closing. For the avoidance of doubt, if the Company has made commercially reasonable efforts to provide the cooperation, documents and information contemplated by Section 5.15(e) and Section 5.16, the term “Financing Commitments” Company’s failure to provide all items contemplated thereby shall mean not affect its rights or privileges under this Agreement (or be construed as a waiver of any such rights or privileges), including the Financing Commitments as so amended, replaced, supplemented or modifiedCompany’s right to specific enforcement set forth in Section 8.13.

Financing. (a) The Debt Purchaser Subject to the terms and conditions of this Agreement, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the proceeds of the Financing on the terms and conditions (including the flex provisions) described in the Financing CommitmentsLetters, and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Financing Letters if such amendment, modification or waiver would (i) reduce the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing unless the Equity Financing is increased by a corresponding amount), or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Financing, in any such case of (i) or (ii) above in a manner that would reasonably be expected to (A) maintain in effect delay or prevent the Financing CommitmentsClosing Date, (B) satisfy on a timely basis all make the funding of the Financing (or satisfaction of the conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at Financing) less likely to occur or prior to the Closing), (C) adversely impact the ability of Parent or Merger Sub or, with respect to the extent not previously entered intoEquity Financing, enter into the Company to enforce its rights against the other parties to the Financing Letters or the definitive agreements with respect thereto on terms and conditions described in thereto, the ability of Parent or contemplated by the Financing Commitments and (D) Merger Sub to consummate the Financing at Transactions or prior to the Closing (including by seeking to enforce its rights under likelihood of consummation of the Roll-Over Commitments against the lenders Transactions; provided, however, that Parent and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments Merger Sub may (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that amend the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding Commitment Letter to add lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had not executed the Roll-Over Commitments Debt Commitment Letter as of the date of this Agreement or (ii) otherwise amend or replace the Debt Commitment Letter so long as (x) such addition does action would not preventreasonably be expected to delay or prevent the Closing, (y) the terms are not, taken as a whole, materially impede less beneficial to Parent or materially delay Merger Sub, with respect to conditionality, than those in the consummation Debt Commitment Letter as in effect on the date of this Agreement and (z) with respect to replacements, the replacement debt commitments otherwise satisfy the terms and conditions of a Alternative Debt Financing set forth below. Parent may enter into discussions regarding, and may enter into arrangements and agreements relating to, the Equity Financing to add other equity providers, on the condition that such arrangements or agreements (i) do not reduce the aggregate amount of the Roll-Over Equity Financing, (ii) do not impose terms or conditions that would reasonably be expected to delay or prevent the transactions contemplated by this Agreement or the TDC Agreement. Upon Closing Date and (iii) with respect to any such amendmentequity provider, replacement, supplement or modification of such equity provider enters into an Equity Funding Letter on substantially the same terms and conditions as the Equity Funding Letters then in effect. Parent shall use its reasonable best efforts to (I) maintain in effect the Financing Commitments Letters (including any definitive agreements entered into in connection with any such Financing Letters), (II) satisfy on a timely basis (taking into account the Marketing Period) all conditions in the Financing Agreements applicable to Parent and Merger Sub to obtaining the Financing, (III) consummate the Equity Financing at or prior to the Closing, (IV) negotiate and enter into definitive agreements with respect to the Debt Commitment Letter on terms and conditions (including the flex provisions) contained in the Debt Commitment Letter or consistent in all material respects with the Debt Commitment Letter (such definitive agreements, together with the Financing Letters, the “Financing Agreements”) and promptly upon execution thereof provide complete executed copies of such definitive agreements to the Company, (V) consummate the Debt Financing at or prior to the Closing and (VI) fully enforce the counterparties’ obligations and its rights under the Financing Agreements, including by suit or other appropriate proceeding to cause the lenders under the Debt Financing to fund in accordance with this Section 5.10, their respective commitments if all conditions to funding the term “Debt Financing Commitments” in the applicable Financing Agreements have been satisfied or waived. Parent shall mean keep the Company reasonably informed on a timely basis of the status of Parent’s and Merger Sub’s efforts to arrange the Financing Commitments as so amendedand to satisfy the conditions thereof, replacedincluding, supplemented or modified.upon Company’s reasonable request, (A) advising and updating the Company, in a reasonable level of detail, with respect to status, proposed Closing Date and material terms of the material definitive documentation for the Financing and (B) providing copies of then current

Financing. (a) The Notwithstanding anything in this Agreement to the contrary, Parent and Merger Sub acknowledge and agree that Parent’s and Merger Sub’s obligations to consummate the Merger are not conditioned upon Parent’s or Merger Sub’s obtaining any financing. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that the existence of any conditions contained in the Financing Commitments or any commitment letter for any alternative financing or any agreement relating thereto shall not constitute, nor be construed to constitute, a condition to the consummation of the Merger hereunder. (b) Each of the Parent and Merger Sub shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or replace, the Financing Commitments if such amendment, modification, waiver or replacement (x) reduces the aggregate amount of the Financing (including by increasing the amount of fees to be paid to the Financing Sources or original issue discount), unless the Debt Purchaser Financing or the Equity Financing is increased by a corresponding amount or (y) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing in a manner that would reasonably be expected to (I) materially delay or prevent the Closing Date, (II) materially delay, prevent or otherwise make materially less likely to occur the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) or (III) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect thereto in any material respect, and shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the proceeds of the Financing on the terms and conditions (including the flex provisions) described in the Financing Commitments, including to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Parent and Merger Sub may amend or replace the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding Financing Commitment to add lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had not executed the Roll-Over Commitments Debt Financing Commitment as of the date of this Agreement so long as such addition does not preventhereof), materially impede or materially delay including using its reasonable best efforts to (i) maintain in effect the consummation Financing Commitments, (ii) satisfy on a timely basis (taking into account the expected timing of the Roll-Over Marketing Period) all conditions applicable to the Parent and Merger Sub to obtaining the Debt Financing at the Closing set forth therein that are within its control, (iii) enter into definitive agreements with respect thereto on the terms and conditions (including the flex provisions) contemplated by the Debt Financing Commitment (and provide copies thereof to the Company), (iv) consummate the Financing in accordance with the terms and conditions of the Debt Financing Commitment at or prior to the Closing, (v) cause the Financing Sources providing Debt Financing to fund on the Closing Date the Debt Financing required to consummate the Merger and the other transactions contemplated hereby in accordance with the terms and conditions of the Debt Financing Commitment. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment, the Parent shall promptly notify the Company and shall use its reasonable best efforts to arrange to obtain alternative debt financing from alternative debt sources on terms and conditions no less favorable to the Parent and Merger Sub (in the reasonable judgment of the Parent) and in an amount sufficient to consummate the transactions contemplated by this Agreement hereby promptly following the occurrence of such event. For the avoidance of doubt, in no event shall any Guarantor be required to provide any financing other than equity financing, which equity shall in no event be required to exceed the respective amounts set forth in the Equity Financing Commitment, and in no event shall the Parent or Merger Sub be required to seek or obtain equity financing other than the TDC AgreementEquity Financing. Upon The Parent shall promptly deliver to the Company true and complete copies of all agreements pursuant to which any such amendmentalternative source shall have committed to provide the Parent and Merger Sub with any portion of the Financing. For purposes of this Section 5.10 and Section 4.4, replacement, supplement or modification of references to “Financing” and “Debt Financing” shall include the financing contemplated by the Financing Commitments in accordance with as permitted by this Section 5.105.10 to be amended, the term modified or replaced and references to “Financing Commitments” and “Debt Financing Commitment” shall mean include such documents as permitted by this Section 5.10 to be amended, modified or replaced, in each case from and after such amendment, modification or replacement. (c) Prior to the Closing, the Company and its Subsidiaries shall provide to the Parent and Merger Sub, and shall use their reasonable best efforts to cause the officers, employees, advisors and other Representatives of the Company and its Subsidiaries to provide to the Parent and Merger Sub, all cooperation that is reasonably requested by the Parent in connection with the Financing Commitments (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including: (i) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Parent and Merger Sub and their Financing Sources, in each case in connection with the Financing; (ii) furnishing the Parent, Merger Sub and their Financing Sources as so amendedpromptly as practicable with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by the Parent, replacedincluding all financial statements and financial and other data of the type customarily included in a bank information memorandum (including pro forma financial information), supplemented or modified.and other documents reasonably requested by the Financing Sources to consummate the Financings at the time the Financings are to be consummated, including all information and data necessary to satisfy the conditions set forth in paragraphs 5 and 6 of Exhibit C of the Debt Financing Commitment; provided that the Company shall only be required to furnish pro forma information relating to the Merger incorporating proposed debt and equity capitalization if Parent has provided the Company with the assumptions for such pro forma preparation at least ten days prior to the date such pro forma information is required to be delivered (information and data required to be delivered pursuant to this clause (ii) being referred to as the “Required Information”);

Financing. (a) The Debt Purchaser Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of the Financing on the terms and conditions described in the Financing CommitmentsLetters, including to (A) maintain in effect and the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contribution contemplated by the Financing Commitments Rollover Letter pursuant to the terms thereof, and (D) consummate shall not permit any amendment or modification to be made to, or any waiver of any material provision under the Financing at Letters or prior the Rollover Letter, if such amendment, modification or waiver (x) with respect to the Financing Letters, reduces the aggregate amount of the Financing or, with respect to the Rollover Letter, reduces the amount of Company Common Stock to be contributed thereby or (y) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Financing or the contribution contemplated by the Rollover Letter in a manner that would reasonably be expected to (i) materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) or the contribution contemplated by the Rollover Letter (or satisfaction of the conditions to such contribution) on the Closing Date or (including by seeking ii) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related parties to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over Financing Letters or the transactions contemplated by this Agreement definitive documents with respect thereto or the TDC Agreement; Rollover Letter. Subject to this Section 5.5 and provided that the Debt Purchaser representations set forth in Section 4.5 shall be true and correct giving effect to such amendment, Parent and Merger Sub may replace and amend the Roll-Over Commitments solely for the purpose of adding Debt Commitment Letter to add lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had that have not executed the Roll-Over Commitments Debt Commitment Letter as of the date hereof, and may amend the Equity Funding Letters to add co-investors that have not executed the Equity Funding Letter as of the date hereof. Parent shall deliver to the Company copies of any such amendment, modification or replacement. For purposes of this Agreement so long Section 5.5 and Articles VII and VIII, references to “Financing” shall include the financing contemplated by the Financing Letters as permitted to be amended, modified or replaced by this Section 5.5(a) and references to “Debt Commitment Letter” shall include such addition does documents as permitted to be amended, modified, waived or replaced (including pursuant to alternative financing arrangements) by this Section 5.5(a). Each of Parent and Merger Sub shall use its commercially reasonable efforts (i) to negotiate definitive agreements with respect to the Debt Commitment Letter on the terms and conditions (including the flex provisions) contained in the Debt Commitment Letter (or on terms no less favorable to Parent, Merger Sub or the Company than the terms and conditions (including flex provisions) in the Debt Commitment Letter), (ii) to satisfy all conditions to funding in the Debt Commitment Letter applicable to it and consummate the Financing in accordance with the terms of the Financing Letters at the Closing, (iii) to satisfy all conditions to contribution contemplated by the Rollover Letter applicable to it and consummate the contribution of equity in accordance with the terms of the Rollover Letter at the Closing and (iv) to comply with its obligations under the Financing Letters and the Rollover Letter. Parent shall keep the Company reasonably informed of the status of its efforts to arrange the Debt Financing and provide to the Company copies of the material definitive documents for the Debt Financing. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter, (A) Parent and Merger Sub shall promptly notify the Company and (B) Parent and Merger Sub shall use their commercially reasonable efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions with terms and conditions not preventmaterially less favorable to Parent, materially impede Merger Sub or materially delay the Company (or their Affiliates) than the terms and conditions set forth in the Debt Commitment Letter as promptly as practicable following the occurrence of such event but no later than the final day of the Marketing Period. Notwithstanding anything contained in this Section 5.5 or in any other provision of this Agreement, in no event shall Parent or Merger Sub be required to (1) amend or waive any of the terms or conditions hereof, or (2) consummate the Closing any earlier than the next business day after the final day of the Marketing Period. (b) The Company shall provide to Parent and Merger Sub, and shall cause its Subsidiaries to provide, at Parent’s sole expense, and shall use commercially reasonable efforts to cause its Representatives, including legal and accounting, to provide, all cooperation reasonably requested by Parent and that is customary in connection with the arrangement of the Debt Financing or any permitted replacement, amended, modified or alternative financing (collectively with the Debt Financing, the “Available Debt Financing”) and the other Transactions, including (i) furnishing Parent and Merger Sub and their Available Debt Financing sources as promptly as practicable with all historical financial and other pertinent historical information regarding the Company and its Subsidiaries as may be reasonably requested in writing by Parent, including all historical financial statements and historical financial and other data, with respect to the Company and its Subsidiaries and of the type reasonably determined by Parent to be required by Regulation S-X and Regulation S-K under the Securities Act for registered offerings of debt securities, and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act, to consummate the offerings of debt securities contemplated by the Available Debt Financing at the time during the Company’s fiscal year such offerings will be made (ii) furnishing Parent and Merger Sub and their Available Debt Financing sources as promptly as practicable with historical information relating to the Company and its Subsidiaries (including such information which Parent has determined is necessary for the preparation of one or more information packages regarding the business, operations, financial projections and prospects of the Company and its Subsidiaries customary for such financing or reasonably necessary for the syndication of the Available Debt Financing by the Available Debt Financing sources) to the extent reasonably requested by Parent to assist Parent in preparation of materials for rating agency presentations, offering documents, offering circulars or private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Available Debt Financing, (iii) furnishing all financial statements expressly required by the Debt Commitment Letter within the time periods specified therein (the information, financial statements, business and other financial data and financial information referred to in clauses (i), (ii) and (iii) above shall be referred to as the “Required Information”), (iv) participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Available Debt Financing and senior management and Representatives, with appropriate seniority and expertise, of the Company), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Available Debt Financing, (v) assisting with Parent’s preparation of materials for rating agency presentations, offering documents, offering circular or private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Available Debt Financing; provided that any private placement memoranda or prospectuses in relation to debt securities need not be issued by the Company or any of its Subsidiaries, and; provided, further, that any private placement memoranda or prospectuses shall contain disclosure and financial statements reflecting the Surviving Corporation and/or its Subsidiaries as the obligor, (vi) to assist and cooperate with Parent’s obtaining of accountant’s comfort letters, legal opinions, surveys and title insurance as reasonably requested by Parent, (vii) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the RollAvailable Debt Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately after the Effective Time, (viii) assisting with the execution and delivery of any pledge and security documents, other definitive financing documents or other certificates, or documents as may be requested by Parent, (ix) assisting in (A) the preparation of and entering into one or more credit agreements, purchase agreements, currency or interest hedging agreements, or other agreements or (B) the amendment of any of the Company’s or its Subsidiaries’ currency or interest hedging agreements, or other agreements, in each case, on terms satisfactory to Parent and that are reasonably requested by Parent in connection with the Available Debt Financing; provided that no obligation of the Company or any of its Subsidiaries under any such agreements or amendments shall be effective until the Effective Time, (x) providing authorization letters to the Available Debt Financing sources authorizing the distribution of information to prospective lenders and containing a customary representation that such information does not contain a material misstatement or omission and containing a representation to the Available Debt Financing sources that the public side versions of such documents, if any, do not include material non-Over public information about the Company or its Subsidiaries or their securities, (xi) using its commercially reasonable efforts to ensure that the Available Debt Financing sources benefit from the existing lending relationships of the Company and its Subsidiaries, (xii) cooperating reasonably with Parent’s Available Debt Financing sources’ due diligence, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of the Company, (xiii) using its commercially reasonable efforts to arrange for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all indebtedness contemplated by the Debt Commitment Letter to be paid off, discharged and terminated on the Closing Date, (xiv) using commercially reasonable efforts to assist Parent with the obtaining of a public corporate family rating from ▇▇▇▇▇’▇ Investor Services, a public corporate credit rating from Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation and a public credit rating for each of the debt facilities and notes from each of such rating agencies and (xv) facilitating the consummation of the Available Debt Financing and the direct borrowing or incurrence of all proceeds of the Available Debt Financing, by the Surviving Corporation concurrently with the Effective Time; provided, however, that, no obligation of the Company or any of its Subsidiaries under any certificate, document or instrument (other than the authorization letters referred to above) shall be effective until the Effective Time and, none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Available Debt Financing prior to the Effective Time. The Company shall, and shall cause its Subsidiaries, to make any cash and cash equivalents available to the Parent and/or Merger Sub at the Closing. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Available Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the transactions reputation or goodwill of the Company or any of its Subsidiaries. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this Agreement Section 5.5 and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the TDC Agreement. Upon any such amendment, replacement, supplement or modification arrangement of the Financing Commitments and any information used in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedconnection therewith.

Financing. (a) The Debt Purchaser Parent shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange financing on terms and conditions no less favorable to Parent than those described or otherwise contemplated in the Debt Commitment Letter (the “Debt Financing”), including using its commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions set forth therein and (ii) satisfy all conditions applicable to Parent in such definitive agreements that are reasonably within its control. Parent shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the Company’s prior written consent if such amendment, modification or waiver would reasonably be expected to (i) reduce the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Debt Commitment Letter on the date hereof) to a level that would be insufficient to enable Parent to complete the Merger and to satisfy the obligations of Parent under this Agreement, including refinancing the outstanding debt of the Company required in connection with the Merger or as otherwise contemplated by this Agreement and the paying fees and expenses in connection therewith, (ii) impose any new or additional material conditions precedent to the Debt Financing, (iii) adversely impact the conditionality, enforceability or availability of the Debt Financing in any material way or (iv) prevent, impair or delay the consummation of the Debt Financing; provided, however, that Parent may amend or restate the Debt Commitment Letter or any other documentation in respect of the Debt Financing to (1) add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed the Debt Commitment Letter as of the date hereof, (2) implement or exercise any “market flex” provisions contained in the Debt Commitment Letter as of the date hereof and (3) otherwise amend, modify or restate the Debt Commitment Letter in any manner not inconsistent with this sentence. Parent shall promptly deliver to the Company copies of any such amendment, modification or waiver. Parent shall provide the Company with prompt written notice (and, in any event, within two business days) of (i) any termination, repudiation, cancellation or expiration of the Debt Commitment Letter or any definitive agreement related to the Debt Financing, (ii) any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default) under the Debt Commitment Letter or any definitive document related to the Debt Financing by any party to the Debt Commitment Letter or such definitive document related to the Debt Financing, (iii) the receipt of any written notice or other written communication from a financing source for the Debt Financing with respect to any actual, threatened or potential material breach, default, termination or repudiation by any party to the Debt Commitment Letter or any definitive document related to the Debt Financing of any provisions of the Debt Commitment Letter or any definitive document related to the Debt Financing; and (iv) of the occurrence of an event or development that would reasonably be expected to adversely impact the ability of Parent to obtain all or any portion of the Debt Financing contemplated by the Debt Commitment Letter on the terms, in the manner or from the sources contemplated by the Debt Commitment Letter or the definitive documents related to the Debt Financing, except with respect to any portion of the Debt Financing that would not cause the Debt Financing to be insufficient to enable Parent to complete the Merger and to satisfy the obligations of Parent under this Agreement, including refinancing the outstanding debt of the Company required in connection with the Merger or as otherwise contemplated by this Agreement and paying the fees and expenses in connection therewith. Parent shall use its commercially reasonable efforts to (i) maintain in full force and effect the Debt Commitment Letter until the funding of the Debt Financing at or prior to Closing and negotiate and enter into definitive agreements with respect to the Debt Commitment Letter on the terms and conditions contained in the Debt Commitment Letter (which may reflect “market flex” provisions), (ii) satisfy on a timely basis all conditions applicable to it in such definitive agreements that are within its control (or, if deemed advisable by Parent, seek the waiver of such conditions), (iii) upon satisfaction or waiver of such conditions, consummate the Debt Financing and cause the lenders and other Persons committing to fund the Debt Financing to fund such Debt Financing no later than the Closing, (iv) enforce its rights under the Debt Commitment Letter (including by instituting appropriate litigation in respect thereof) and (v) otherwise comply with its obligations under the Debt Commitment Letter. Parent shall not release or consent to the termination of obligations of the financing sources party to the Debt Commitment Letter to the extent that such release or termination would reduce the Debt Financing to a level that would be insufficient to enable Parent to complete the Merger and to satisfy the obligations of Parent under this Agreement, including refinancing the outstanding debt of the Company required in connection with the Merger or as otherwise contemplated by this Agreement and paying the fees and expenses in connection therewith except to the extent contemplated thereby. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, (i) Parent shall promptly notify the Company and (ii) Parent shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange to obtain any such portion from the proceeds same or alternative sources in an amount sufficient to enable Parent to refinance any outstanding Indebtedness of the Financing Company as contemplated by this Agreement and the Debt Commitment Letter and any fees and expenses in connection thereof on the terms and conditions described no less favorable to Parent (as determined in the reasonable judgment of Parent) as promptly as reasonably practicable following the occurrence of such event (the “Alternative Debt Financing”); provided that such Alternative Debt Financing Commitmentsshall not (i) include any conditions to funding of the Debt Financing that are not contained in the Debt Commitment Letter or (ii) reasonably be expected to prevent, including impair or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement. Parent shall promptly provide a true, correct and complete copy of each alternative financing commitment in respect of such Alternative Debt Financing (“New Debt Commitment Letter”) to (A) maintain in effect the Financing CommitmentsCompany. In the event any New Debt Commitment Letter is obtained, (Bi) satisfy on a timely basis all conditions applicable any reference in this Agreement to the “Debt Purchaser to obtaining Financing” shall include the Financing that debt financing contemplated by the Debt Commitment Letter as such term is within its control (including by consummating the Equity Financing at or prior modified pursuant to the Closingimmediately succeeding clause (ii), (Cii) any reference in this Agreement to the “Debt Commitment Letter” shall be deemed to include the Debt Commitment Letter to the extent not previously superseded by a New Debt Commitment Letter at the time in question, and any New Debt Commitment Letters to the extent then in effect and (iii) any reference in this Agreement to any “fee letter” shall be deemed to include the fee letters relating to the Debt Commitment Letter to the extent not superseded by a or New Debt Commitment Letter at the time in question and any New Debt Commitment Letters to the extent then in effect. The parties agree that Parent’s execution of any amendment to or amendment and restatement of the Debt Commitment Letter or a New Debt Commitment Letter shall not materially expand the scope of the assistance required under Section 6.12(b) as compared to the assistance that would be required in connection with the Debt Commitment Letter in effect on the date of this Agreement and the related Debt Financing. Upon request of the Company, Parent shall keep the Company reasonably informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing or any Alternative Debt Financing, and provide to the Company copies of the material definitive documents (redacted to the extent necessary) for the Debt Financing or any Alternative Debt Financing. (b) The Company shall use commercially reasonable efforts to provide, and to cause its Subsidiaries and Representatives to provide, at the sole expense of Parent, all cooperation reasonably requested by Parent in connection with the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including using its commercially reasonable efforts to (i) provide financial and other information relating to the Company and its Subsidiaries to the entities that have committed to provide or otherwise entered intointo agreements in connection with the Debt Financing in connection with the transactions contemplated hereby (the “Financing Parties”) (including information to be used in the preparation of an information package regarding the business, enter into definitive agreements with respect thereto on terms operations, financial projections and conditions described in prospects of Parent and the Company customary for such financing or contemplated reasonably necessary for the completion of the Debt Financing by the Financing Commitments Parties to the extent reasonably requested by Parent (including prior real estate title commitments, surveys, environmental reports and similar information)) to assist in the preparation of customary information documents to be used for the completion of the Debt Financing, (ii) participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers for the Debt Financing and senior management and other Representatives, with appropriate seniority and expertise, of the Company), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies, subject to customary confidentiality provisions, (iii) assist in the preparation of (A) bank information memoranda and similar documents (including historical financial statements and information, and information necessary for Parent to prepare pro forma financial statements) for the Debt Financing and (DB) consummate materials for rating agency presentations, (iv) cooperate with the marketing efforts for the Debt Financing at or prior (including consenting to the Closing use of the Company’s and its Subsidiaries’ logos; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company or its Subsidiaries), (v) execute and deliver (and use commercially reasonable efforts to obtain from its advisors), and cause its Subsidiaries to execute and deliver (or use commercially reasonable efforts to obtain from its advisors), customary certificates (including by seeking a certificate of the principal financial officer of the Company or any Subsidiary with respect to enforce its rights under the Roll-Over Commitments against the lenders solvency matters), legal opinions or other documents and instruments relating to guarantees and other persons providing matters ancillary to the Roll-Over Commitments). The Debt Purchaser Financing as may be reasonably requested by Parent, contingent upon the consummation of the Merger or any later time; provided that no such bank information memorandum, rating agency presentation or other document shall not agree be issued by the Company or its Subsidiaries, (vi) assist in (A) the preparation of, entering into and syndication of one or more credit agreements, security agreements, currency or interest hedging agreements or other agreements, including by (1) refraining from entering into any competing financing transactions (except to the extent permitted by Section 5.2) and (2) entering into, or permit any causing its Subsidiaries to enter into collateral and guarantee, restricted subsidiary, or similar agreements in connection with Parent’s debt documents, provided that the Company may authorize and designate an officer of Parent to execute such agreements and (B) the amendment, replacement, supplement termination or other modification of, or waive redemption of any of the Company’s or its rights under, any Financing Commitment Subsidiaries’ existing credit agreements or any definitive agreements related to the Financingsenior notes, in each case, without on terms satisfactory to Parent and that are reasonably requested by Parent in connection with the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed)Debt Financing, provided that no obligation of the Company or any of its Subsidiaries under any such amendment, replacement, supplement agreements or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay amendments shall be effective until the consummation of the RollMerger or any later time, (vii) have the Company’s independent accountants provide their reasonable cooperation and assistance, (viii) provide authorization letters to the Financing Parties authorizing the distribution of information to prospective private side and public side lenders and containing a representation to the Financing Parties that the public side versions of such documents, if any, do not include material non-Over public information about the Company or its Subsidiaries or their securities, (ix) cooperate reasonably with Parent’s financing sources’ due diligence, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of the Company, (x) refrain from pursuing any financing transactions that may delay, impede or otherwise adversely affect the Debt Financing and other financings in connection with the transactions contemplated hereby (except to the extent permitted by Section 5.2(a)(vii)) and (xi) assist the Financing Parties to benefit from the existing lending relationships of the Company and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, (1) nothing in this Section 6.12(b) shall require cooperation to the extent it would (i) subject the Company’s or any of its Subsidiaries’ or their respective Affiliates or Representatives to any actual or potential personal liability that is not covered by the indemnities set forth herein, (ii) unreasonably interfere with the business or operations of the Company or its Subsidiaries, (iii) reasonably be expected to conflict with, or violate, the Company’s or any of its Subsidiaries’ certificate of formation, operating agreement or any organizational documents or any applicable Law, or result in the contravention of, or violation or breach of, or default under, any Material Contract to which the Company, any of its Subsidiaries or their respective Affiliates is a party, in each case, as in effect on the date hereof, (iv) cause any representation, warranty, covenant or other obligation in this Agreement to be breached or any closing condition to fail to be satisfied, (v) require disclosure of information that, if provided, would adversely affect the ability of the Company (or any of its Subsidiaries) to assert attorney-client or attorney work product privilege or a similar privilege, (vi) require disclosure of information that the Company reasonably believes is competitively sensitive or (vii) require the Company, any of its Subsidiaries or their respective Affiliates or Representatives to (A) waive or amend any terms of this Agreement or the TDC Agreement; and provided any other Contract to which any of them is a party, (B) agree to pay or pay any fees or reimburse any expenses or make any other payment in connection with any financing which are not reimbursed or indemnified hereunder, (C) give any indemnities or incur any liabilities in connection with any financing or any information utilized in connection therewith which are not reimbursed or indemnified hereunder, (D) deliver or obtain opinions of internal or external counsel or accountants’ comfort letters or reliance letters (except as expressly set forth above), (E) provide access to or disclose information where any of them determines that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents such access or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede disclosure could contravene any confidentiality agreement or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified.jeopardiz

Financing. The Buyer undertakes to the Seller that: (a) The Debt Purchaser the Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to obtain arrange the proceeds Debt Financing as promptly as practicable following the date of this deed and to consummate the Debt Financing on the terms and conditions described in the Financing CommitmentsCompletion Date, including to (Ain each case at its own cost, and indemnifying and holding harmless the Seller from any costs incurred by the Seller in respect of any of the following): (i) maintain maintaining in effect the Commitment Letters; (ii) participation by senior management of the Buyer in, and assistance with, the preparation of rating agency presentations and meetings with rating agencies; (iii) causing the Debt Financing Commitments, to be consummated upon satisfaction of the Debt Financing Conditions; (Biv) satisfy satisfying on a timely basis all conditions applicable Debt Financing Conditions; (v) negotiating, executing and delivering the definitive agreements that reflect the terms contained in the Commitment Letters or on such other terms acceptable to the Buyer and its financing sources (Debt Purchaser Financing Documents); (vi) in the event that the Debt Financing Conditions have been satisfied, or upon funding would be satisfied, cause the financing providers to obtaining fund the full amount of the Debt Financing; and (vii) enforcing its rights under the Commitment Letters in the event of a Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing Failure Event (including by seeking to enforce its damages or taking other enforcement actions, including seeking an order of specific performance), and assisting in the Seller enforcing such rights under directly if the Roll-Over Commitments against Seller so elects; Share sale deed 89 (b) neither the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive Buyer nor any of its rights underAffiliates shall amend, modify, supplement, restate, assign, substitute or replace any Financing of the Commitment Letters or any definitive agreements related Debt Financing Document except for substitutions and replacements as a result of any alternative financing to be obtained pursuant to clause 33.1(c); (c) without limiting the FinancingBuyer’s other obligations under this clause 33, in each caseor the Seller’s other rights, without if a Financing Failure Event occurs, the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments Buyer shall: (i) does not involve any conditions to funding immediately notify the Roll-Over that are not contained in, Seller of such Financing Failure Event and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and reasons therefore; (ii) does not preventin consultation with the Seller, materially impede or materially delay obtain alternative financing from alternative financing sources in an amount sufficient to make the consummation of payments required under this deed (including the Roll-Over or Completion Payment) and consummate the transactions contemplated by this Agreement deed (Alternative Financing), as promptly as practicable following the occurrence of the Financing Failure Event; (iii) obtain, and when obtained, provide the Seller with a copy of, a new financing commitment and/or the definitive agreements that reflect such new financing commitment (Alternative Financing Documents), subject only to conditions precedent (Alternative Financing Conditions) substantially the same as the Debt Financing Conditions; and (iv) be deemed to warrant to the Seller as at Completion by reference to the facts and circumstances then existing all the statements set out in paragraph 1.4 of Schedule 8 mutatis mutandis, it being specified that any reference to the “Debt Financing” will be deemed to be a reference to the “Alternative Financing”, any reference to “Commitment Letters” shall be deemed to be a reference to the “Alternative Financing Documents” and any reference to “Debt Financing Conditions” shall be deemed to be a reference to the “Alternative Financing Conditions”; (d) the Buyer shall give the Seller prompt notice of any breach, repudiation, or threatened or anticipated breach or repudiation, by any party to the Commitment Letters or the TDC AgreementDebt Financing Documents (or to the agreements in connection with the Alternative Financing to be obtained in accordance with clause 33.1(c)) of which the Buyer or its Affiliates becomes aware; (e) the Buyer shall not consent to any assignment or rights or obligations under the Commitment Letters or any Debt Financing Document (or any agreement in connection with the Alternative Financing to be obtained in accordance with clause 33.1(c)) without the prior written approval of the Seller, such approval not to be unreasonably withheld; and provided that and (f) the Buyer shall keep the Seller informed in reasonable detail of the status of its efforts to arrange the Debt Purchaser may replace and amend Financing (or the Roll-Over Commitments solely Alternative Financing to be obtained in accordance with clause 33.1(c)), provided, for the purpose avoidance of adding lendersdoubt, lead arrangersthat in no event shall the receipt by, book runnersor the availability of any funds or financing to, syndication agents the Buyer or similar entities who had not executed any of its Affiliates (including the Roll-Over Commitments as of Debt Financing) be a condition to the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or Buyer’s obligation to consummate the transactions contemplated by this Agreement or the TDC Agreementdeed. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified.Share sale deed 90

Financing. (a) The Debt Purchaser shall not, without the prior written consent of Seller, permit any amendment or modification to, or any waiver of any provision (including any remedy) under the Equity Commitment Letter if such amendment, modification or waiver (i) adds new (or adversely expands any existing) conditions to the receipt of the Equity Financing or any other terms to the Equity Financing as compared to those in the Equity Commitment Letter as in effect on the date of this Agreement, (ii) adversely affects the ability of Purchaser to enforce its rights against the Purchaser Sponsor under the Equity Commitment Letter, (iii) reduces (or has the effect of reducing) the aggregate amount of the Equity Financing, or (iv) could otherwise be expected to prevent, impede or materially delay the consummation of the Closing beyond the date the Closing is required to occur under this Agreement. Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Equity Financing on the terms and conditions described in the Equity Commitment Letter, including using its reasonable best efforts to (i) maintain in effect the commitment for the Equity Financing set forth in the Equity Commitment Letter in accordance with its terms, (ii) satisfy (and cause each of its Affiliates to satisfy), or if deemed reasonably advisable by Purchaser obtain the waiver of, on a timely basis, all conditions applicable to Purchaser or any of its Affiliates in such Equity Commitment Letter that are within its control and that are to be satisfied by it to consummate the Equity Financing at or prior to Closing, (iii) consummate the Equity Financing at or prior to the Closing, (iv) comply in all material respects with its obligations pursuant to the Equity Commitment Letter, and (v) fully enforce its rights pursuant to the Equity Commitment Letter. Purchaser shall not, and shall cause its Affiliates not to, take or refrain from taking, directly or indirectly, any action that could reasonably be expected to result in failure to satisfy any of the conditions contained in the Equity Commitment Letter. (b) Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of the Financing on the terms and conditions described in the Financing Commitments, including to (A) maintain in effect the Financing Commitments, (Bi) satisfy on a timely basis all conditions applicable to Purchaser set forth in the Debt Purchaser Commitment Letter (including definitive agreements related thereto and, to obtaining the Financing extent required thereby, any “flex” terms contained in the Fee Letter) that is are within its control (including and that are to be satisfied by consummating it to consummate the Equity Debt Financing at or prior to the Closing), including the payment of any commitment, engagement or placement fees required as a condition to the Debt Financing, (Cii) to maintain in effect the extent not previously entered intoDebt Commitment Letter, negotiate and enter into definitive agreements with respect thereto on the terms and conditions described in or contemplated by the Financing Commitments Debt Commitment Letter (other than modifications to such terms and conditions as are acceptable to Purchaser so long as such modifications would be permitted under the restrictions on amendments and modifications otherwise set forth in this Section 6.17), and (Diii) consummate the Debt Financing at the Closing; provided, however, that if commitments and funds in the amounts and on the terms set forth in a Debt Commitment Letter become unavailable to Purchaser on the terms and conditions set forth therein, Purchaser shall use its reasonable best efforts to obtain alternative debt financing (the “Alternative Financing”) in amounts (after taking into consideration the amount of the Equity Financing that is available) equal to or prior greater than the Required Amount; provided, that if Purchaser proceeds with Alternative Financing, it shall be subject to the Closing same obligations with respect to the Alternative Financing as set forth in this Section 6.17 with respect to the Debt Financing and all references in this Agreement to the Debt Financing (including other than with respect to representations in this Agreement made by seeking Purchaser that speak as of the date hereof) shall be deemed to enforce its rights under also refer to the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Alternative Financing. (c) Purchaser shall not agree use its reasonable best efforts to keep the Seller and the Transferred Entities apprised of material developments relating to the Debt Financing on a reasonably current basis. Purchaser shall give the Seller prompt notice (i) of any material breach or permit default by any amendment, replacement, supplement party to the Debt Commitment Letter or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the FinancingDebt Financing of which Purchaser has knowledge thereof, (ii) of the receipt by Purchaser of (1) any written notice or (2) other written communication, in each casecase from any Debt Financing Source with respect to any (A) actual or potential material breach, default, termination or repudiation by any Debt Financing Source of any material provisions of the Debt Commitment Letter or definitive agreements related to the Debt Financing or (B) material dispute or disagreement between or among any parties to the Debt Commitment Letter or definitive agreements related to the Debt Financing with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at the Closing and (iii) if at any time for any reason ▇▇▇▇▇▇▇▇▇ believes in good faith that it will not be able to obtain all or any portion of the Debt Financing necessary to satisfy the Required Amount. As soon as reasonably practicable after the Seller delivers to Purchaser a written request for information, Purchaser shall provide any information reasonably requested by the Seller relating to any circumstance referred to in clause (i), (ii) or (iii) of the immediately preceding sentence. Purchaser shall not replace, amend or waive the Debt Commitment Letter without the CompanySeller’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any if such amendment, replacement, supplement amendment or other modification to the Roll-Over Commitments waiver (i) does not involve any conditions reduces the aggregate amount of the Debt Financing to funding an amount, when taken together with the Roll-Over that are not contained inEquity Financing, and satisfied on less than the date of entry intoRequired Amount, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not preventimposes new or additional conditions, materially impede or materially otherwise expands any of the conditions, to the receipt of Debt Financing, or (iii) has the effect of any other amendment, modification or waiver that could reasonably be expected to delay the consummation of Closing beyond the Roll-Over or date the transactions contemplated by Closing is required to occur under this Agreement or prevent the TDC AgreementClosing; and provided provided, however, that for the avoidance of doubt, Purchaser may, without the written consent of the Company, (1) amend the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had Commitment Letter to add Debt Financing Sources that have not previously executed the Roll-Over Commitments Debt Commitment Letter as of the date of this Agreement so long and to grant to such Debt Financing Sources such approval rights as such addition does not preventare customarily granted to additional lenders, materially impede lead arrangers, bookrunners, syndication agents or materially delay similar entities, (2) amend the consummation definitive agreements with respect to the Debt Financing to give effect to any “flex” terms contained in the Debt Commitment Letter and/or Fee Letters, (3) to amend titles, allocations and fee sharing arrangements with respect to existing and additional Debt Financing Sources and (4) to increase the amount of the Roll-Over or the transactions contemplated by Debt Financing. Any reference in this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification (other than with respect to representations in this Agreement made by Purchaser that speak as of the Financing Commitments date hereof) to “Debt Commitment Letter” and “Debt Financing” shall include such debt financing and letters as amended, restated, supplemented, modified, replaced or substituted in accordance compliance with this Section 5.10, 6.17 and any Alternative Financing in compliance with this Section 6.17. “Financings” (other than with respect to representations in this Agreement made by Purchaser that speak as of the term “date hereof) shall include the financing contemplated by the Debt Financing Commitments” shall mean the Financing Commitments as so amended, replacedrestated, supplemented supplemented, modified, replaced or modifiedsubstituted in compliance with this Section 6.17 and any Alternative Financing in compliance herewith. (d) Purchaser shall, and shall cause its controlled Affiliates to, as promptly as reasonably possible following the date hereof, use reasonable best efforts to take or cause to be taken any action that is necessary and proper, including obtaining any required consents approvals or amendments to the Debt Commitment Letter, to extend the Termination Date (as defined in the Debt Commitment Letter) to a date that is three (3) months following the Outside Date (as defined herein as in effect on the date hereof but without giving effect to the provisos set forth in such definition). Purchaser shall keep Seller reasonably informed on its progress with respect to such extension and prior to executing any documents in connection with such extension of the Debt Financing under the Debt Commitment Letter, Purchaser shall promptly notify Seller and provide any related document to Seller. Notwithstanding anything to the contrary herein, (i) the obligations of Purchaser in this Section 6.17(d) shall only be required if Seller, its Subsidiaries and its and their Representatives are in compliance in all material respects with Section 6.18(a)(i)(x) and 6.18(a)(i)(y) below and (ii) it is understood and agreed that, for the avoidance of doubt, reasonable best efforts required of Purchaser in this Section 6.17(d) shall not require the Purchaser to (x) incur any additional fees (other than customary ticking fees or extension fees) or grant any additional economics to any party, (y) obtain any Alternative Financing or any other financing from any source other than the Debt Financing Sources or (z) agree to any terms that are less favorable to Purchaser in any respect than those contained in the Debt Commitment Letter.

Financing. (a) The Debt Purchaser Buyer shall use its reasonable best efforts to (x) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to obtain arrange the proceeds Financing as promptly as practicable following the date of this Agreement and (y) consummate the Financing on the terms and conditions described Closing Date, including using its reasonable best efforts to (i) cause the Financing to be consummated upon satisfaction of the Financing Conditions contained in the Financing CommitmentsEquity Commitment Letter, including to and (A) maintain in effect the Financing Commitments, (Bii) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments)Date all Financing Conditions that are within Buyer’s control. The Debt Purchaser Buyer shall not agree to any amendments or permit modifications to, or grant any amendmentwaivers of, replacement, supplement any condition (including any of the Financing Conditions) or other modification ofprovision or remedy under the Equity Commitment Letter without the prior written consent of Seller (which may be granted or withheld in Seller’s sole discretion), to the extent such amendments, modifications or waive any waivers would (i) reduce the aggregate amount of its rights under, any Financing Commitment or any definitive agreements related to aggregate cash proceeds available from the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not preventimpose new or additional conditions precedent or otherwise expand, materially impede amend or materially delay the consummation modify any of the Roll-Over Financing Conditions or other terms therein in a manner adverse to Buyer or Seller, including any expansion, waiver, amendment or modification that would be reasonably likely to (A) prevent or delay or impair the ability of Buyer to consummate the transactions contemplated by this Agreement or the TDC Agreement; and provided that other Transaction Documents, (B) adversely impact the Debt Purchaser may replace and amend ability of Seller or Buyer to enforce its rights or remedies against the Roll-Over Commitments solely for Equity Investors or (C) make the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as timely funding of the date Financing or satisfaction of this Agreement so long the Financing Conditions any less likely to occur. Buyer shall promptly (and in any event within one (1) Business Day) notify Seller of (i) any amendment, waiver or modification, or agreement to do any of the foregoing, of any term of the Equity Commitment Letter, (ii) the expiration or termination (or attempted or purported termination, whether or not valid) of the Equity Commitment Letter, or (iii) any refusal by any of the Equity Investors to provide, any stated intent by any of the Equity Investors to refuse to provide, or any expression of concern or reservation by any of the Equity Investors regarding its obligation and/or ability to provide, the full financing contemplated by the Equity Commitment Letter. (b) Seller and its Subsidiaries shall, and shall use commercially reasonable efforts to cause its Affiliates and Representatives to, provide such cooperation as such addition does not preventis reasonably requested by Buyer, materially impede or materially delay at Buyer’s sole cost and expense, in connection with the Financing and any debt financing intended to be incurred by Buyer in connection with the consummation of the Roll-Over or the transactions contemplated by this Agreement (such debt financing, the “Debt Financing”); provided that Seller and its Affiliates shall in no event be required to provide such assistance that shall unreasonably interfere with their respective business operations; and provided, further, that the obligation of Seller and its Subsidiaries pursuant to this Section 5.19(b) shall terminate and be of no further effect as of the date that is twelve (12) months following the Closing Date. Such assistance shall include the following, each of which shall be at Buyer’s request with reasonably practicable prior notice: (i) furnishing Buyer and its prospective financing sources as promptly as practicable with such customary financial and other information concerning the Business as is customarily delivered in connection with the preparation of (x) a customary bank book, confidential information memorandum, lender presentations, business projections and similar documents for debt financings similar to the Debt Financing and (y) other marketing materials customarily used in connection with the syndication of debt financings that are reasonably requested by Buyer in order to market, syndicate and consummate the Debt Financing, and promptly provide Buyer with any supplements to such information requested by Buyer pursuant to this clause (i); (ii) (A) participation, following reasonable notice and in reasonably convenient locations, by the senior management team of the Business in the marketing activities undertaken in connection with the marketing of the Debt Financing, including (x) assisting in the preparation of a customary bank book, confidential information memorandum, lender presentations, business projections and similar documents, (y) a reasonable number of meetings with prospective lenders or debt investors, sessions with rating agencies for the Debt Financing and due diligence sessions and otherwise assisting in marketing efforts related to the Debt Financing including, without limitation, direct contact between senior management and representatives of the Business, on the one hand, and the financing sources, potential lenders and investors for the Debt Financing, on the other hand, and (z) providing to Buyer from time to time information regarding the Business reasonably requested by the prospective financing sources and assisting with the preparation of appropriate and customary materials for rating agency presentations and offering and syndication documents (including prospectuses, private placement memoranda, lender and investor presentations, bank information memoranda and similar documents); (B) taking reasonable corporate actions, subject to and only effective upon the occurrence of the Closing, reasonably necessary to permit the consummation of the Debt Financing; (C) providing customary authorization and/or representation letters in connection with the distribution of bank information memoranda to prospective lenders and identifying any portion of the information therein that constitutes material nonpublic information regarding the Business, Seller or its Subsidiaries; (D) assisting with the preparation and negotiation of, and facilitating the execution and delivery by the appropriate officers of the Business, loan agreements, pledge and security documents (including control agreements, surveys, title insurance, landlord consent and access letters as are reasonably requested by Buyer) and other definitive documents and/or certificates required to consummate the Debt Financing; (E) having a senior financial officer of the Business execute and deliver to the Buyer’s financing sources a customary solvency certificate; (F) cooperating in the replacement or backstop of any outstanding letters of credit issued for the account of the Business or any joint venture thereof; (G) furnishing Buyer and its financing sources at least five Business Days prior to the Closing Date with all documentation and other information with respect to the Business required under applicable “know your customer” and anti-money laundering laws, rules and regulations, including the U.S. PATRIOT Act, to the extent requested not less than 10 days prior to the Closing Date; (H) consenting to the use of the logos of the Business so long as such use is not reasonably likely to harm or disparage the Business or Seller or any of its Affiliates or their respective reputation, goodwill, products, services, offerings or intellectual property rights; (I) obtaining customary payoff letters and related documents and instruments relating to the repayment of any exiting third party indebtedness for borrowed money to be repaid on or coincidental with Closing; and (J) supplementing the information provided by Seller pursuant to this Section 5.19(b) if such supplement is necessary to ensure that such information does not contain an untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading; and (iii) taking such actions as are reasonably requested by Buyer to facilitate the satisfaction on a timely basis of all conditions (including, with respect to the Financing, the Financing Conditions) that are within its control. (c) Seller shall have the right to review and comment on marketing materials related to the Debt Financing prior to the dissemination of such materials to potential lenders or other counterparties to any proposed financing transaction (or filing with any Governmental Authority); provided, that Seller shall communicate in writing their comments, if any, to Buyer and its counsel within a reasonable period of time under the circumstances and consistent with the time accorded to other participants who were asked to review and comment on such materials. Notwithstanding anything in this Section 5.19 to the contrary, this Section 5.19 shall not (i) require any cooperation to the extent it would cause any condition to Closing set forth in ARTICLE VIII to fail to be satisfied or otherwise cause any breach of this Agreement (unless waived by Buyer) or (ii) require Seller or any of its Affiliates to (A) pay any commitment fee or similar fee, (B) except in the case of the execution of authorization and representation letters referred to in Section 5.19(b)(ii), incur any Liability (or cause their respective directors, officers or employees to incur any Liability) with respect to the cooperation described in this Section 5.19 prior to the Closing, (C) approve or enter into any agreement or binding commitment, (D) provide (or to have any of their respective Representatives provide) any opinions or reliance letters, in each case, with respect to or in connection with the Financing or the TDC Agreement. Upon Debt Financing, (E) execute or deliver, or take any such amendmentcorporate or other action to adopt or approve, replacementany documents, supplement agreement, certificate or modification instrument with respect to the Financing, including any pledge or security documents or closing certificates (other than (x) the execution of authorization and representation letters referred to in Section 5.19(b)(ii) and (y) to the extent necessary for the valid and enforceable execution of the Financing Commitments definitive documents for the Debt Financing, such action as is reasonably necessary to facilitate the adoption of resolutions and consents, as applicable) or (F) take any action that will conflict with or violate Seller’s or any of its Affiliates’ Organizational Documents or any Law or result in accordance the material contravention of, or that would reasonably be expect to result in a material violation or breach of, or default any, any material Contract to which Seller or any of its Affiliates is a party; provided that the foregoing clause (E) shall not prevent any of the officers or directors of the Business who will remain officers and/or directors of the Business immediately following the Closing from executing documents, agreements, resolutions, certificates and instruments that do not become effective until the Closing. (d) Buyer shall indemnify and hold harmless Seller and its Affiliates, and each of their respective directors, officers, employees, agents and other Representatives from and against any and all Liabilities suffered or incurred in connection with this Section 5.10the arrangement of any debt financing or any assistance or any activities provided in connection therewith (other than historical information relating to the Business provided by Seller or its Affiliates in writing for the purpose of arranging any debt financing); provided, however, that the term “Financing Commitments” foregoing shall mean not apply in the Financing Commitments as so amended, replaced, supplemented event of Seller’s or modifiedits Affiliates’ or other Representative’s willful misconduct or gross negligence. Buyer shall promptly reimburse Seller and its Affiliates for all documented out-of-pocket third-party costs (including reasonable attorneys’ fees) incurred by Seller and its Affiliates or other Representatives in connection with such cooperation.

Financing. (a) The Debt Purchaser shall use its reasonable best efforts Reasonable Best Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange, obtain and consummate the proceeds of the Purchaser Financing on or prior to the terms and conditions described in the Financing Commitments, including to Closing Date. Such actions shall include using Reasonable Best Efforts to: (Ai) maintain in full force and effect the Financing CommitmentsCommitment Letters, (Bii) satisfy on a timely basis all of the conditions precedent and covenants to the Purchaser Financing applicable to the Purchaser or its Affiliates that are to be satisfied by Purchaser or its Affiliates (or, if deemed advisable by Purchaser, seek the waiver of conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the ClosingPurchaser), (Ciii) to negotiate, execute and deliver definitive documents consistent with the extent not previously entered intoterms contained in the Commitment Letters and, enter into definitive agreements with respect thereto on terms and conditions described as necessary, the “flex” provisions contained therein or in or contemplated by any related fee letters (the “Purchaser Financing Commitments Documents”), and (Div) consummate solely in the Financing at or prior event that all conditions contained in Section 6.1 (except those that by their nature are to be satisfied by actions taken on the Closing (including by seeking to Date, provided that such conditions would be so satisfied as of such date) and in any Commitment Letter or Purchaser Financing Document have been satisfied, enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendmentCommitment Letters and, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financingextent such documents have been executed and are legal, valid and binding documents, the Purchaser Financing Documents in each caseorder to consummate the Closing. Prior to Closing, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed)Purchaser shall, provided that any such amendmentreasonably promptly, replacement, supplement or other modification to notify the Roll-Over Commitments Company in writing (i) does not involve of any conditions breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement give rise to any breach or other modification default) by any party to the same extent asCommitment Letters, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over receipt by the Purchaser of any written notice from any Person with respect to any (A) actual, threatened or alleged breach, default or termination of any Commitment Letter or Purchaser Financing Document or repudiation by any party to the Commitment Letters or any Purchaser Financing Document or (B) material dispute or disagreement between or among any parties to the Commitment Letters or any Purchaser Financing Document of any Purchaser Financing Document. (b) From the Execution Date until the Closing, the Seller and the Company shall, shall cause their Subsidiaries, and shall use their respective Reasonable Best Efforts to cause their respective other Affiliates and each of its and their respective officers, directors, employees, advisors, attorneys, accountants and representatives to, provide all cooperation reasonably requested by the Purchaser in connection with the raising of financing for the transactions contemplated by this Agreement Agreement, including (i) causing appropriate officers and employees to be available, on a customary basis and on reasonable advance notice, to speak with prospective investors in meetings, conference calls, presentations, and due diligence sessions, (ii) assisting with the preparation of disclosure documents, and other materials in connection therewith, (iii) requesting that its independent accountants provide reasonable assistance to the Purchaser and (iv) assisting the Purchaser in a field audit of the Company Entities, including causing appropriate officers and employees to be available, on a customary basis and on reasonable advance notice, to speak with the Purchaser or its Representatives in connection therewith; provided, that (A) the Company Entities and the Seller shall not be required to take any action that would materially interfere with the normal operations of the Company Entities or the TDC Agreement; and provided that Seller, (B) such cooperation by the Debt Purchaser may replace and amend Company Entities or the Roll-Over Commitments solely Seller shall not require the entry by the Company Entities or the Seller into any agreement the effectiveness of which is, or any of the obligations of the Company Entities or the Seller thereunder are, not conditioned on the Closing except for the purpose of adding lenders, lead arrangers, book runners, syndication agents customary authorization letters in connection with bank information memoranda or similar entities who had materials; (C) the Company Entities or the Seller shall not executed the Roll-Over Commitments as be required to take any actions that such reasonably believes would (i) result in a violation by of any Contract (including confidentiality agreements) entered into prior to the date of this Agreement so long as such addition does not preventor Law, materially impede (ii) cause any representation, warranty, covenant or materially delay the consummation other obligation in this Agreement to be breached or any of the Roll-Over conditions set forth in Section 6.2 to fail to be satisfied, (iii) require the waiver or amendment of any terms of this Agreement, and (D) the board of directors of the Company Entities or the Seller shall not be required to enter into any resolutions or take any similar action approving the Purchaser Financing until the closing of the Purchaser Financing and the transactions contemplated herein. (c) The Purchaser shall indemnify, defend, hold harmless and reimburse the Seller and the Company Entities and their respective Representatives from and against any and all liabilities, losses, damages, claims, reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees), interest, awards, judgments and penalties asserted, suffered or incurred by them in connection with the arrangement of the Purchaser Financing and the performance of their respective obligations under this Section 5.22 and any information utilized in connection therewith in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct by the Seller, its Representatives or the Company Entities (as determined by a final and non-appealable judgment of a court of competent jurisdiction). The Purchaser shall, promptly upon written request by the Seller or the Company Entities, but in no event later than Closing, or if this Agreement is terminated as provided in Section 8, then within fifteen (15) Business Days after such request, reimburse the Seller and the Company Entities for all reasonable and documented out-of-pocket costs and expenses incurred thereby (including those of its accountants, consultants, legal counsel, agents and other Representatives) in connection with the cooperation required by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified5.22.

Financing. (a) The Debt Purchaser Buyer shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to obtain the proceeds Financing as promptly as practicable following the date of this Agreement and to consummate the Financing on or prior to the Closing Date, including commercially reasonable efforts with respect to the following: (i) (A) maintaining in effect the Commitment Letters, and (B) not permitting any amendment or modification to be made to, not consenting to any waiver of any provision or remedy under, and not replacing, any Commitment Letter, if such amendment, modification, waiver or replacement (I) reduces the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing unless as part of the relevant amendment, modification, waiver or replacement there is a corresponding increase in the Equity Financing, or (II) would reasonably be expected to (x) materially delay or prevent the Closing, or (y) in such a way that would make the funding of the Financing on (or satisfaction of the terms conditions to obtaining the Financing) less likely to occur. Notwithstanding the foregoing, Buyer may modify, restate, supplement, amend or amend and conditions described restate the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents, co-agents, other agents or similar entities that have not executed the Debt Commitment Letter as of the date hereof or to increase the amount of funds available thereunder (and Buyer shall promptly deliver copies of any amendment, restatements, supplementation, modification or waiver of the Debt Commitment Letter to Seller); (ii) complying in all material respects with its obligations under the Commitment Letters; (iii) participation by senior management of Buyer in, and assistance with, the preparation of rating agency presentations and meetings with rating agencies; (iv) causing the Financing Commitments, including to be consummated on or prior to the Closing; (Av) maintain in effect the Financing Commitments, (B) satisfy satisfying on a timely basis all Financing Conditions or other conditions applicable to Buyer in the Commitment Letters that are within its control; (vi) negotiating, executing and delivering any documents required by the Commitment Letters (including any “market flex” provisions related thereto) and providing copies thereof to Seller; (vii) borrowing under and using the proceeds of the Debt Purchaser to obtaining Financing and using the Financing that is within its control (including by consummating proceeds of the Equity Financing at or prior to the Closing)finance, (C) to the extent not previously entered intoin part, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing Date Payments and complying with any requirements to obtain such Debt Financing and Equity Financing; and (including by seeking to enforce viii) enforcing its rights under the Roll-Over Commitments Commitment Letters in the event of a Financing Failure Event; provided, that Buyer will not be required to take legal action against any Financing Source. (b) Buyer shall consult with and keep Seller reasonably informed of the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any status of its rights under, efforts to arrange the Financing. Buyer shall give Seller prompt notice of any Financing Commitment actual or threatened breach or repudiation by any definitive agreements related Party to the FinancingCommitment Letters of which Buyer or its Affiliates becomes aware. Without limiting Buyer’s other obligations under this Section 5.18, in each caseif a Financing Failure Event occurs, without the Company’s prior written consent (which consent Buyer shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding promptly (within one (1) calendar day) notify Seller of such Financing Failure Event and the Roll-Over that are not contained inreasons therefor, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not preventin consultation with Seller use its commercially reasonable efforts to obtain alternative financing from alternative financing sources, materially impede or materially delay in an amount sufficient to make the consummation of the Roll-Over or Closing Date Payments and consummate the transactions contemplated by this Agreement or Agreement, as promptly as practicable following the TDC Agreement; occurrence of such event, and provided (iii) use its commercially reasonable efforts to obtain, and when obtained, provide Seller with a copy of, a replacement financing commitment that the Debt Purchaser may replace and amend the Roll-Over Commitments solely provides for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedalternative financing.

Financing. (a) The Debt Purchaser Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to obtain arrange the proceeds Debt Financing as promptly as practicable following the date of this Agreement and to consummate the Debt Financing on the terms and conditions described in the Financing CommitmentsClosing Date, including to using its reasonable best efforts to: (Ai) maintain in effect the Debt Commitment Letter and not permitting any amendment or modification to be made to, not consenting to any waiver of any provision or remedy under, and not replacing, the Debt Commitment Letter, if such amendment, modification, waiver or replacement: (A) reduces the aggregate amount of the Debt Financing Commitments(including by changing the amount of fees to be paid or original issue discount of the Debt Financing) unless the Equity Financing (as reflected in the Equity Commitment Letter, as may be amended) is increased by a corresponding amount or (B) satisfy on imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a timely basis all conditions applicable manner that would reasonably be expected to (1) materially delay or prevent the Closing or (2) adversely impact the ability of Buyer to enforce its rights against other parties to the Debt Purchaser to obtaining Commitment Letter or the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior when required pursuant to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided (provided, that Buyer may amend the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding Commitment Letter to add lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had not executed the Roll-Over Commitments Debt Commitment Letter as of the date hereof and amend the economic or other arrangements with respect to the existing and additional lenders, lead arrangers, bookrunners, syndication agents or similar entities, if the addition of this Agreement so long such additional parties and amendment of additional terms do not reduce the Debt Financing to be funded at the Closing to less than the aggregate amount committed pursuant to the Debt Commitment Letter as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over date hereof or, individually or in the aggregate, would not be reasonably expected to delay or prevent the Closing); (ii) cause the Equity Financing to be consummated upon satisfaction of the Financing Conditions contained in the Equity Commitment Letter; (iii) satisfy on or prior to the Closing Date, all Financing Conditions that are within Buyer’s control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms contained in, or no less favorable to Buyer in the aggregate than, the Debt Commitment Letter (including any “market flex” provisions related thereto); (v) in the event that the conditions set forth in Sections 8.01 and 8.02 and the Financing Conditions have been satisfied or, upon funding would be satisfied, cause the Financing Sources to fund the full amount of the Debt Financing at or prior to the Closing (or such lesser amount as may be required to consummate the transactions contemplated hereby) (and, for the avoidance of doubt, Buyer acknowledges and agrees that (A) in the event that on the final day of the Marketing Period (x) all or a portion of the Debt Financing structured as high yield debt or contemplated to be sold pursuant to a Rule 144A transaction has not been issued or sold, (y) all conditions precedent to Buyer’s obligations hereunder shall have been satisfied or waived (other than those conditions which by their nature will not be satisfied until the Closing) and (z) the bridge financing contemplated by the Debt Commitment Letter is available, then on such date Buyer shall borrow under and use the proceeds of the bridge financing to finance, in part, the Closing Date Payments and (B) Buyer shall comply with any “securities demand” or similar provisions included in the Debt Commitment Letter or any related fee letter and use any proceeds from the sale of securities issued thereunder to finance, in part, the Closing Date Payments); and (vi) enforce its rights under the Commitment Letters in the event of a Financing Failure Event. (b) Buyer shall keep Parent informed in reasonable detail of the status of its efforts to arrange the Financing. Buyer shall give Parent prompt notice of any breach or repudiation, or receipt of a written notice of any anticipated or threatened breach or repudiation, by any party to the Commitment Letters of which Buyer becomes aware. Without limiting Buyer’s other obligations under this Section 5.15, if a Financing Failure Event occurs, Buyer shall (i) promptly notify Parent of such Financing Failure Event and the reasons therefor, (ii) in consultation with the Parent and the Sellers, use its reasonable best efforts to obtain (on terms no less favorable to Buyer, taken as a whole (taking into account any “market flex” provisions, but not in excess or outside of such “market flex” provisions unless agreed by Buyer), in the aggregate, than those set forth in the Debt Commitment Letter) alternative financing from the same or alternative financing sources, in an amount sufficient to make the Closing Date Payments and consummate the transactions contemplated by this Agreement or Agreement, as promptly as practicable following the TDC Agreement. Upon any occurrence of such amendmentevent, replacementand (iii) use its reasonable best efforts to obtain, supplement or modification of and when obtained, provide Parent and the Financing Commitments Sellers with a copy of, a replacement financing commitment in accordance with this Section 5.105.15(a)(i) that provides for such alternative financing. Notwithstanding anything herein to the contrary, in no event shall the term reasonable best efforts of Buyer be deemed or construed to require Buyer to, and Buyer shall not be required to, (i) pay fees in the aggregate in excess of those contemplated by the Debt Commitment Letter, or (ii) agree to terms that are outside of, or less favorable than, in the aggregate, any terms set forth in the Debt Commitment Letter or any related fee letter (including any “Financing Commitmentsmarket flex” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedprovision therein).

Financing. (a) The Debt Purchaser Subject to the terms and conditions of this Agreement, each of Acquiror and Acquiror Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of the Financing on the terms and conditions described in the Financing CommitmentsLetters, including and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Financing Letters; provided, however, that notwithstanding the foregoing, Acquiror shall be entitled to amend or waive any provision of or remedy under the Debt Commitment Letter, or replace it, provided that no such amendment, waiver or replacement may (i) reduce the aggregate amount of the Debt Financing (unless the Ultimate Parent increases its funding commitment under the Equity Commitment Letter by an amount equal to the amount of such reduction subject to receipt of the proceeds of Debt Financing and the satisfaction or waiver of all of the conditions set forth in Section 6.1 and 6.2) or (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to (A) delay or prevent the Closing Date, (B) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or (C) adversely impact the ability of Acquiror or Acquiror Sub, as applicable, to enforce its rights against other parties to the Debt Commitment Letter or the definitive agreements with respect thereto. Each of Acquiror and Acquiror Sub shall use its reasonable best efforts (i) to maintain in effect the Financing CommitmentsLetters, to execute and deliver the Senior Credit Facilities and the Bridge Facility (B) satisfy on a timely basis all conditions applicable to each as defined in the Debt Purchaser Commitment Letter) and to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into negotiate all other definitive agreements with respect thereto to the Debt Commitment Letter on the terms and conditions described (including the flex provisions) contained in or contemplated by the Financing Commitments Debt Commitment Letter and related fee letters, (Dii) to satisfy all conditions to such definitive agreements and consummate the Financing at or prior to the Closing Closing, and (including by seeking iii) to enforce comply with its rights obligations under the Roll-Over Commitments against Financing Letters. Acquiror shall keep the lenders Company informed on a reasonably current basis and other persons providing in reasonable detail of the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any status of its rights under, any efforts to arrange the Financing Commitment or any and provide to the Company copies of all definitive agreements documents related to the Financing. Without limiting the generality of the foregoing, in each case, without Acquiror and Acquiror Sub shall give the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments Company prompt notice: (i) does not involve of any conditions breach or default by any party to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement any Financing Letters or other modification definitive document related to the same extent as, the Roll-Over Commitments Financing of which Acquiror and Acquiror Sub become aware; (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over receipt of any written notice or other written communication from any Financing source with respect to any: (A) breach, default, termination or repudiation by any party to the Financing Letters or any definitive document related to the Financing or any provisions of the Financing Letters or any definitive document related to the Financing or (B) material dispute or disagreement between or among any parties to any Financing Letters or any definitive document related to the Financing; and (iii) if for any reason Acquiror or Acquiror Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Letters or the definitive documents related to the Financing; provided, that Acquiror and Acquiror Sub shall be under no obligation to disclose any information that is subject to an attorney-client or similar privilege if Acquiror and Acquiror Sub shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. As soon as reasonably practicable, but in any event within 5 days of the date the Company delivers Acquiror or Acquiror Sub a written request, Acquiror and Acquiror Sub shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (i), (ii) or (iii) of the immediately preceding sentence. Acquiror and Acquiror Sub shall use their reasonable best efforts to cause the lenders and any other Persons providing Financing to fund on the Closing Date the Financing required to consummate the Merger and the other transactions contemplated by this Agreement if all conditions to closing contained in Article VI are satisfied or waived (other than those conditions that by their nature are to be satisfied at the TDC Closing, but subject to the fulfillment or waiver of those conditions). For the avoidance of doubt, in the event that all or any portion of the Debt Financing to be obtained through the issuance of Notes as contemplated by the Debt Commitment Letter has not been obtained on or prior to the Closing, then Acquiror shall use its reasonable best efforts to cause, no later than the Closing, the proceeds of the Bridge Loans contemplated by the Debt Commitment Letter to be used to replace such portion of the Notes not issued at Closing. Acquiror and Acquiror Sub acknowledge and agree that the obtaining of the Financing is not a condition to Closing. For the avoidance of doubt, if the Debt Financing has not been obtained, Acquiror and Acquiror Sub shall continue to be obligated, subject to the fulfillment or waiver of the conditions set forth in Article VI, to consummate the Merger and the other transactions contemplated by this Agreement; . Notwithstanding anything contained in this Section 5.11 or in any other provision of this Agreement, in no event shall Acquiror or Acquiror Sub be required (i) to amend or waive any of the terms or conditions hereof or (ii) to consummate the Closing any earlier than the final day of the Marketing Period. (b) Prior to the Closing Date, the Company shall use its commercially reasonable efforts to provide to Acquiror and Acquiror Sub, at Acquiror’s sole expense, all cooperation reasonably requested by Acquiror in connection with the arrangement of the Financing (including, for the avoidance of doubt, any issuance of the Senior Notes as defined in and contemplated by the Debt Commitment Letter) or any permitted amended or modified financing (collectively with the Financing, the “Available Financing”) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Subsidiaries), including (i) furnishing Acquiror and Acquiror Sub and their Financing sources as promptly as practicable with all financial statements required to be delivered pursuant to clause (vii) (Financial Statements) of Exhibit C of the Debt Purchaser may replace Commitment Letter, other than pro forma financial statements unless Acquiror or Acquiror Sub has provided the Company information relating to pro forma adjustments at least 30 days prior to the date pro forma financial statements are required to be delivered (without giving effect to any qualification therein with respect to receipt by Acquiror or Acquiror Sub); (ii) furnishing Acquiror and amend Acquiror Sub and their Financing sources as promptly as practicable with information relating to the RollCompany and the Subsidiaries to the extent reasonably requested by Acquiror to prepare the confidential information memorandum and the lender presentation contemplated by the Debt Commitment Letter (information required pursuant to clause (i) and this clause (ii) being referred to as the “Required Bank Information”), (iii) participating in a reasonable number of meetings (including customary one-Over Commitments solely for on-one meetings with the purpose of adding lendersparties acting as lead arrangers or agents for, lead arrangersand prospective lenders and purchasers of, book runnersthe Available Financing and senior management, syndication agents or similar entities who had not executed the Roll-Over Commitments as with appropriate seniority and expertise, of the date Company), presentations, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Available Financing, (iv) using commercially reasonable efforts to obtain accountant’s comfort letters and legal opinions reasonably requested by Acquiror, (v) using commercially reasonable efforts to obtain surveys and title insurance reasonably requested by Acquiror, (vi) taking all corporate actions, subject to the occurrence of this Agreement so long as such addition does not preventthe Closing, materially impede or materially delay reasonably requested by Acquiror to permit the consummation of the RollAvailable Financing and to permit the proceeds thereof to be made available to the Surviving Entity at the Closing, (vii) executing and delivering any pledge and security documents, other definitive financing documents or other certificates, and documents as may be reasonably requested by Acquiror (including a certificate of the chief financial officer of the Company with respect to solvency matters in the form of Exhibit H attached hereto and consents of accountants for use of their reports in any material relating to the Available Financing), (viii) providing authorization letters to the Financing sources authorizing the distribution of information to prospective lenders and containing a customary representation to the arranger of the Available Financing that the information contained in the confidential information memorandum contemplated by the Debt Commitment Letter does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and, in the case of the public-Over side version, containing a representation to the arranger of the Available Financing that such public-side version does not include material non-public information about the Company and the Subsidiaries, (ix) cooperating reasonably with Acquiror’s Financing sources’ due diligence to the extent reasonable and to the extent not unreasonably interfering with the business of the Company; (x) using its commercially reasonable efforts to permit any cash and marketable securities of the Company and the Subsidiaries that can, without violating Law or incurring material Taxes, reasonably be made available to pay a portion of the aggregate Total Consideration to be made available for that purpose at the Closing (it being understood that the Company has not made any representations about how much that cash and marketable securities will be), (xi) assisting in (A) the preparation of and entering into one or more credit agreements or purchase agreements or other agreements on the terms contemplated by the Debt Commitment Letter or, if applicable, on the terms contemplated by the Available Financing, and currency or interest hedging agreements as reasonably requested by Acquiror or Acquiror Sub or (B) the amendment of any of the Company’s or the transactions Subsidiaries’ currency or interest hedging agreements on terms reasonably requested by Acquiror or Acquiror Sub; provided that no obligation of the Company or any of the Subsidiaries under any such agreements or amendments shall be effective until the Closing, and (xii) assisting with the preparation of the confidential information memorandum, the lender presentation and one rating agency presentation for each of ▇▇▇▇▇’▇ Investor Services and Standard & Poor’s Ratings Group, a division of the McGraw Hill Corporation; provided that (A) any confidential information memorandum and the lender presentation need not be issued by the Company or any of the Subsidiaries and (B) any confidential information memorandum and the lender presentation shall contain disclosure reflecting the Surviving Corporation and/or the Subsidiaries as the obligor. Notwithstanding the foregoing, (A) no obligation of the Company or any of the Subsidiaries under any certificate, document or instrument (other than the authorization letters referred to above) shall be effective until the Closing Date and (B) none of the Company or any of the Subsidiaries shall be required to bear any cost or expense or to pay any commitment or other similar fee in connection with the Available Financing prior to the Closing Date. The Company hereby consents to the use of its and the Subsidiaries’ logos in connection with the Available Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of the Subsidiaries or the reputation or goodwill of the Company or any of the Subsidiaries. All non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Section 5.11(b) shall be kept confidential, except that Acquiror and Acquiror Sub shall be permitted to disclose such information to potential sources of capital and to rating agencies and prospective lenders and investors during syndication of the Available Financing subject to the potential sources of capital, prospective lenders and investors entering into customary confidentiality undertakings with respect to such information, with the Company being a beneficiary of such confidentiality undertakings. Acquiror shall promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of the Subsidiaries in connection with the cooperation of the Company and the Subsidiaries contemplated by this Agreement Section 5.11, and shall indemnify and hold harmless the Company, the Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type in connection with the TDC Agreement. Upon arrangement of any such amendment, replacement, supplement or modification Available Financing and any information used in connection therewith. (c) The Company shall furnish Acquiror and Acquiror Sub and their Financing sources as promptly as practicable with all financial and other pertinent information with respect to the Company and the Subsidiaries as may be reasonably requested by Acquiror in order to prepare the offering memorandum and private placement memorandum referred to in clause (x) in Exhibit C to the Debt Commitment Letter in order to consummate the offering of the Financing Commitments Senior Notes contemplated by the Debt Commitment Letter in accordance with the terms of the Debt Commitment Letter on the Closing Date, including all financial statements and financial data (provided that in the case of pro forma financial statements all information related to pro forma adjustments shall have been provided by Acquiror or Acquiror Sub at least 30 days prior to when pro forma financial statements are required to be provided) that are customarily included in a preliminary offering memorandum for a high-yield debt securities offering (including all financial data that would be reasonably required to enable the independent registered public accountants of the Company and the Subsidiaries to render a customary “comfort letter” (including customary “negative assurances”)) (information required pursuant to this Section 5.10clause being referred to as the “Required Notes Information”; provided, that if the Company shall in good faith reasonably believe it has delivered the Required Notes Information, it may deliver to Acquiror a written notice to that effect (stating when it believes it completed such delivery), in which case the Required Notes Information shall be deemed to have been delivered on the date of such notice unless Acquiror in good faith reasonably believes the Company has not completed delivery of the Required Notes Information and, within four (4) Business Days after the delivery of such notice by the Company, delivers a written notice to the Company to that effect (stating with specificity which Required Notes Information the Company has not been delivered.) (d) Subject to applicable Law, the term “Financing Commitments” Company shall mean use commercially reasonable efforts, upon the Financing Commitments as so amendedreasonable request of Acquiror Sub, replacedto take any action reasonably requested by Acquiror Sub in connection with its strategic planning; provided, supplemented however, that (i) the Company shall not be required to take any action in contravention of any organizational document or modified.other Contract relating to it or any of the Subsidiaries, (ii) any such actions or transactions shall be conditioned upon the Closing occurring, (iii) any and all such actions shall not constitute a breach by the Company of any representation, warranty or covenant made by the Company pursuant to this Agreement, (iv) no such actions shall subject the Company, any of the S

Financing. (a) The Debt Purchaser Parent and Sub shall use its reasonable best efforts not agree to takeany amendment or modification to, or cause to be takengrant any waiver of, all actions and to doany provision under the Debt Commitment Letter without the prior written consent of the Company if such amendment, modification or waiver would (i) impose new or additional conditions, or cause to be done, all things necessary to obtain the proceeds otherwise amend or modify any of the Financing on conditions in a manner that is adverse to Parent, Sub or the terms and conditions described in Company, to the Financing Commitments, including to (A) maintain in effect receipt of the Financing CommitmentsDebt Financing, (Bii) satisfy on a timely basis all conditions applicable delay or extend the timing of, or prevent or make less likely to occur, the funding of the commitments thereunder, (iii) reduce the aggregate cash amount of the funding commitments thereunder, (iv) delay or prevent the Closing, (v) shorten the period that the commitments are available thereunder, (vi) modify the choice of law provisions with respect thereto or (vii) adversely impact the ability of the Parent to enforce its rights against the other parties to the Debt Purchaser to obtaining Commitment Letter or the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) ability of Parent or Sub to consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement (the foregoing clauses (i) through (vii), the “Prohibited Changes”). Notwithstanding the foregoing or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date any provision of this Agreement to the contrary, Parent and Sub shall be entitled to replace the Debt Commitment Letter by entering into definitive documentation with respect to the Debt Financing on or prior to the Closing so long as such addition does definitive documentation is on terms and conditions consistent with the Debt Commitment Letter and would not preventresult in Prohibited Changes. Parent and Sub acknowledge and agree that their obligations hereunder, materially impede including their obligations to consummate the Transactions, are not subject to, or materially delay the consummation conditioned on, receipt of the RollDebt Financing or any other financing. Neither Parent nor Sub will prior to the receipt of the Requisite Stockholder Approval, directly or indirectly, enter into an exclusivity, lock-Over up or other similar agreement, arrangement or binding understanding with any bank or investment bank or other potential provider of debt or equity financing that prohibits such provider from providing or seeking to provide services, including debt or equity financing, to any third person in connection with a transaction relating to the Company or the transactions contemplated by this Agreement or Company Subsidiaries (including in connection with the TDC Agreement. Upon making of any such amendment, replacement, supplement or modification of Competing Proposal) in connection with the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedTransactions.

Financing. (a) The Debt Purchaser shall use its reasonable best efforts Subject to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of the Financing on the terms and conditions described in of this Agreement and the Financing CommitmentsLetters, each of Parent and Merger Sub shall not, without the prior written consent of the Company, permit or grant any withdrawal, rescindment, amendment, replacement, supplement, consent or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Letters or any definitive agreement relating to the Debt Financing if such withdrawal, rescindment, amendment, replacement, supplement, consent, modification or waiver would, or would reasonably be expected to (i) reduce the aggregate amount of the Debt Financing to an amount such that Parent and Merger Sub would not have the Required Funds (after taking into account funds otherwise available from internally generated cash flow); (ii) impose new or additional conditions or other terms or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing (including expanding the information required to be provided by the Company) or any other terms to the Debt Financing in a manner that would reasonably be expected to (A) maintain in effect materially delay or prevent the Financing Commitments, Closing; or (B) satisfy on a make the timely basis all conditions applicable to funding of the Debt Purchaser Financing, or the satisfaction of the conditions to obtaining the Financing that is within Debt Financing, materially less likely to occur in any respect; or (iii) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its control (including by consummating rights against the Equity Financing at or prior other parties to the Closing), (C) to Financing Letters or the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior thereto. Parent shall promptly furnish to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders Company a true and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit complete copy of any amendment, replacement, supplement supplement, modification, consent or other modification of, or waive any of its rights under, any waiver relating to the Financing Commitment Letters or any definitive agreements related relating to the Debt Financing, . Any reference in each case, without this Agreement to (1) the Company’s prior written consent “Debt Financing” will include the financing contemplated by the Financing Letters as amended or modified and (which consent 2) “Debt Commitment Letters” or “Financing Letters” will include such documents as amended or modified. Parent shall not be unreasonably withheld release or delayed), provided that any such amendment, replacement, supplement or other modification consent to the Roll-Over Commitments termination of any individual lender under the Debt Commitment Letters, except for (ix) does not involve any conditions to funding assignments and replacements of an individual lender under the Roll-Over that are not contained interms of, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent asonly in connection with, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation syndication of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that Debt Financing under the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents Commitment Letters; or similar entities who had not executed the Roll-Over Commitments as (y) replacements of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance Debt Commitment Letters with this alternative financing commitments pursuant to Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified5.14(d).

Financing. (a) The Logo and ▇▇▇▇▇▇▇▇ will use reasonable efforts to take (or cause to be taken) all actions, and do (or cause to be done) all things, necessary, proper or advisable to obtain (i) the Debt Purchaser shall Commitment Letter promptly after the date hereof in an aggregate principal amount of at least $325,000,000 on terms substantially consistent with the Highly Confident Letter (or otherwise on terms reasonably acceptable to Logo and ▇▇▇▇▇▇▇▇) and (ii) the Debt Financing on a timely basis (and in any event prior to the Outside Date) on terms substantially consistent with the Debt Commitment Letter or, in the absence thereof, the Highly Confident Letter. Each Party will keep the other informed on a current basis and in reasonable detail of the status of the Debt Financing and provide such further updates upon the request of the other Party. (b) From and after the date of execution thereof, neither Logo nor ▇▇▇▇▇▇▇▇ will permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or replace, the Debt Commitment Letter or, in the absence thereof, the Highly Confident Letter, without the prior written consent of Logo or ▇▇▇▇▇▇▇▇, as applicable, if such amendment, modification, waiver or replacement (x) reduces the aggregate cash amount of the Debt Financing contemplated by the Debt Commitment Letter or, in the absence thereof, the Highly Confident Letter to be provided on the Closing Date, when taken together with all other available sources of funding, below the amount necessary to consummate the Transactions or (y) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing contemplated by the Debt Commitment Letter or, in the absence thereof, the Highly Confident Letter, in a manner that would reasonably be expected to (A) delay or prevent the Closing or (B) delay, prevent or otherwise make less likely to occur the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing). (c) Logo and ▇▇▇▇▇▇▇▇ will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to obtain the proceeds Debt Financing, including, without limitation, to (i) from and after the date of execution thereof, maintain in full force and effect the Debt Commitment Letter or, in the absence thereof, the Highly Confident Letter until the earlier of the Financing on consummation of the terms and conditions described Transactions or the termination of this Agreement in the Financing Commitments, including to (A) maintain in effect the Financing Commitmentsaccordance with its terms, (Bii) satisfy on a timely basis all conditions and covenants applicable to Logo or ▇▇▇▇▇▇▇▇, as applicable, to obtain the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing)Closing as set forth in the Debt Commitment Letter, (Ciii) to the extent not previously entered into, negotiate and enter into definitive agreements with respect thereto on the terms and conditions described in or (including flex provisions) contemplated by the Financing Commitments Debt Commitment Letter or, in the absence thereof, the Highly Confident Letter (and provide copies thereof to the other, as applicable, to the extent that any Transferred Entity or any officer, manager or employee thereof is expected to execute the same in connection with the Debt Financing) and (Div) consummate the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter or, in the absence thereof, the Highly Confident Letter, at or prior to the Closing Closing. (including d) Logo and ▇▇▇▇▇▇▇▇ will promptly, and in any event within two Business Days, notify the other in writing (i) if Logo or ▇▇▇▇▇▇▇▇, as applicable, has knowledge of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by seeking any party to enforce its rights under any Debt Commitment Letter, the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment Highly Confident Letter or any definitive agreements document related to the Debt Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not preventif Logo or ▇▇▇▇▇▇▇▇, materially impede as applicable, has actual knowledge of any event that would reasonably be expected to constitute or materially delay result in a failure to satisfy a condition precedent or other contingency set forth in any Debt Commitment Letter or, in the consummation absence thereof, the Highly Confident Letter, (iii) of the Roll-Over receipt by Logo or ▇▇▇▇▇▇▇▇, as applicable, of any written notice from any Person with respect to any actual or potential breach, default, termination or repudiation by any party to a Debt Commitment Letter, the Highly Confident Letter or any definitive document related to the Debt Financing and (iv) if for any reason Logo or ▇▇▇▇▇▇▇▇, as applicable, reasonably believes in good faith that the Company will not be able to obtain all or any portion of the Debt Financing on substantially the terms contemplated by the Debt Commitment Letter or, in the absence thereof, the Highly Confident Letter, or the transactions definitive documents related to the Debt Financing. In any circumstance referred to in the preceding sentence, Logo or ▇▇▇▇▇▇▇▇, as applicable, will provide any information reasonably requested by the other relating to such circumstance as soon as reasonably practicable, but in any event within two Business Days after such request. (e) If any portion of the Debt Financing required to consummate the Transactions becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter or, in the absence thereof, the Highly Confident Letter, Logo or ▇▇▇▇▇▇▇▇, as applicable, will promptly notify the other of the same in writing (as provided above) and Logo and ▇▇▇▇▇▇▇▇ will cooperate and use their respective reasonable best efforts to arrange to obtain alternative debt financing on terms in the aggregate not materially less favorable to the Company (as jointly determined by Logo and ▇▇▇▇▇▇▇▇ in good faith) than the financing contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace Commitment Letter (the “Alternative Financing”) from alternative debt sources in an amount sufficient to consummate the Transactions promptly following the occurrence of such event. Logo or ▇▇▇▇▇▇▇▇, as applicable, will promptly deliver to the other true and amend the Roll-Over Commitments solely for the purpose complete copies of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as all agreements pursuant to which any such alternative source will have committed to provide any portion of the date of Debt Financing pursuant to this Agreement so long as such addition does not prevent, materially impede or materially delay Section 5.5(e). In the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon event any such amendment, replacement, supplement or modification of the Alternative Financing Commitments is obtained in accordance with this Section 5.105.5(e), references in this Agreement to the Debt Financing shall be deemed to refer to such Alternative Financing, references in this Agreement to the Debt Commitment Letter will include such documents as permitted to be amended, modified or replaced as contemplated by this Section 5.5(e). If the Closing has not occurred on or prior to the date that is 6 months after the Effective Date, the term “Parties agree to discuss in good faith the status of the Debt Financing Commitments” and timeline for Closing, provided that the foregoing shall mean not be deemed to obviate the Parties’ obligations to pursue Alternative Financing Commitments as so amended, replaced, supplemented or modifiedpursuant to this Section 5.5(e).

Financing. (a) The Debt Purchaser Subject to Section 4.11, Buyer acknowledges and agrees that Seller, its Affiliates, and their respective representatives shall use its reasonable best efforts to takenot have any responsibility for, or cause incur any liability to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of the Financing on the terms and conditions described in the Financing Commitments, including to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights Person under, any Financing Commitment or any definitive agreements related to the Financing, financing that Buyer may raise in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or connection with the transactions contemplated by this Agreement Agreement, including the Equity Financing, or any cooperation provided pursuant to Section 4.10, and that Buyer shall indemnify and hold harmless Seller and its Affiliates and representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the TDC Agreement; Equity Financing and provided that any information utilized in connection therewith. (b) Buyer shall not amend or alter, or agree to amend or alter, the Debt Purchaser may replace Equity Commitment Letters in any manner (including the conditions set forth therein) without the prior written consent of Seller. Buyer shall not release or consent to the termination of the obligations of the sponsors and amend other Persons under the Roll-Over Commitments solely Equity Commitment Letters except for the purpose of adding assignments or amendments to add sponsors, lenders, lead arrangers, book runnersbookrunners, syndication agents agents, managers or similar entities who had that have not executed the Roll-Over Commitments Equity Commitment Letters as of the date of this Agreement so long or as otherwise permitted therein. (c) Buyer shall give Seller reasonably prompt notice of any breach or threatened breach of which Buyer is or becomes aware by any party to any of the Equity Commitment Letters, any alternative financing commitment, or any alternative financing agreement of which Buyer is or becomes aware or any termination or threatened termination thereof. (d) Without limiting the generality of the foregoing, Buyer shall give Seller prompt written notice (i) of any actual or alleged breach or default by any party to any of the Equity Commitment Letters or definitive document related thereto of which Buyer or its Affiliates becomes aware, if such addition does not preventbreach or default could adversely affect the timely availability or the amount of the Equity Financing, (ii) of the receipt of any written notice or other written communication, in each case, from any Equity Financing source alleging any (A) actual or alleged breach, default, termination or repudiation of the provisions of, or by any party to, any of the Equity Commitment Letters or (B) material dispute or disagreement between or among any parties to any of the Commitment Letters with respect to the obligation to fund the Equity Financing or the amount of the Equity Financing to be funded prior to or at Closing, in each case, which would make the funding of the Equity Financing (or satisfaction of the conditions to obtaining the Equity Financing) less likely to occur or materially delay, materially impede impair or materially delay prevent the consummation availability of all or any portion of the Roll-Over Equity Financing, and (iii) if for any reason Buyer believes in good faith that it will not be able to obtain all or any portion of the transactions Equity Financing on the terms, in the manner or from the sources contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, Equity Commitment Letters or definitive documents related to the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedEquity Financing.

Financing. (a) The Debt Purchaser Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to arrange and obtain the proceeds Financing as promptly as practicable following the date of this Agreement (but taking into account the Marketing Period) and to consummate the Financing on the terms and conditions described in the Financing CommitmentsClosing Date, including using reasonable best efforts with respect to the following: (i) maintaining in effect the Commitment Letters and not permitting any amendment or modification to be made to, not consenting to any waiver of any provision or remedy under, and not replacing, the Commitment Letters, if such amendment, modification, waiver or replacement: (A) maintain in effect reduces the aggregate amount of the Financing Commitments(including by changing the amount of fees to be paid in respect of the Debt Financing or original issue discount in respect of the Debt Financing), (B) satisfy on a timely basis all imposes new or additional conditions applicable or otherwise expands, amends or modifies any of the conditions to the Debt Purchaser to obtaining receipt of the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing)Financing, (C) to prevents or materially delays the extent not previously entered intoClosing, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate makes the funding of the Financing at (or prior satisfaction of the conditions to obtaining the Closing Financing) less likely to occur or (including by seeking E) adversely impacts the ability of Parent to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related parties to the Financingapplicable Commitment Letter (provided, in each case, without the Company’s prior written consent that (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (ix) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that Parent may amend the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding Commitment Letter to add lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had not executed the Roll-Over Commitments Debt Commitment Letter as of the date hereof and (y) Parent shall disclose to the Company promptly its intention to amend, modify, waive or replace the Debt Commitment Letter, shall keep the Company reasonably apprised of this Agreement so long the status and proposed terms and conditions thereof, and shall promptly furnish to the Company copies of any agreements or other documentation with respect to such amendment, modification, waiver or replacement); (ii) causing the Equity Financing to be consummated upon satisfaction of the conditions contained in the Equity Commitment Letter; (iii) satisfying (or seeking a waiver of) on a timely basis (taking into account the timing of the Marketing Period) all conditions to the Debt Financing and the Equity Financing that are within its control or subject to its influence; (iv) negotiating, executing and delivering the definitive Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto) or on such other terms acceptable to Parent and the Financing Sources (but such other terms to be subject to the limitations on any amendment, modification, waiver or replacement of a Commitment Letter as set forth in Section 5.10(a)(i)) and providing copies thereof exchanged with the Financing Sources to the Company upon any reasonable request; (v) enforcing its rights under the Commitment Letters in the event of a Financing Failure Event; and (vi) timely prepare, with the assistance of the Company and the applicable Financing Sources, the marketing materials with respect to the Debt Financing (including with respect to timing, taking into account the expected timing of the Marketing Period) and commence the syndication and/or marketing activities contemplated by the Debt Commitment Letter. (b) Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing. Parent shall give the Company prompt notice of (i) any material breach or repudiation, or any such addition does written threatened breach or repudiation, by any party to the Commitment Letters of which Parent or its affiliates obtains Knowledge and (ii) receipt of any written notice or other written communication to Parent from any party to the Commitment Letters with respect to any actual or threatened breach, default (or any accusation of breach or default), termination or repudiation by any party to the Commitment Letters; provided, however, that in no event will Parent be under any obligation to disclose any information pursuant to clauses (i) or (ii) that is subject to attorney-client or similar privilege if Parent shall have used its reasonable best efforts to disclose such information in a way that would not preventwaive such privilege. (c) In the event any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Debt Commitment Letter (including any related “market flex” terms) regardless of the reason therefor, materially impede or materially delay including in connection with a Financing Failure Event (but other than due to the failure of a condition to the consummation of the Roll-Over Debt Financing resulting from a material breach of any representation, warranty, covenant or agreement of the Company set forth in this Agreement and as a result of which alternative financing sources are not otherwise then available), Parent shall, as promptly as practicable, (i) notify the Company of such unavailability and, to the Knowledge of Parent, the reasons therefor, and (ii) use its reasonable best efforts to obtain alternative financing (“Alternative Debt Financing”) on terms and conditions no less favorable, in the aggregate, to Parent (as determined in the reasonable judgment of Parent) than those set forth in the Debt Commitment Letter (including any related “market flex” terms) in an amount, when added to the portion of the Financing being replaced that is still available, such that the aggregate funds available to Parent at Closing will be sufficient to pay the Closing Payments and otherwise consummate the transactions contemplated by this Agreement or as promptly as practicable following the TDC Agreementoccurrence of such event and, when obtained, provide a copy of such Alternative Debt Financing commitment. Upon any such amendment, replacement, supplement or modification of In the event that Parent obtains Alternative Debt Financing Commitments in accordance with pursuant to this Section 5.105.10(c), references to the term “Financing CommitmentsDebt Financing,” the “Financing,” the “Debt Commitment Letter” and the “Commitment Letters” (and other like terms in this Agreement) shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedbe deemed to be modified to refer to such Alternative Debt Financing.

Financing. (a) The Debt Purchaser Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to obtain arrange the proceeds Debt Financing as promptly as practicable following the date of this Agreement and to consummate the Debt Financing on the terms and conditions described in the Financing CommitmentsClosing Date, including to using its reasonable best efforts to: (Ai) maintain in effect the Debt Commitment Letter and not permitting any amendment or modification to be made to, not consenting to any waiver of any provision or remedy under, and not replacing, the Debt Commitment Letter, if such amendment, modification, waiver or replacement: (A) reduces the aggregate amount of the Debt Financing Commitments(including by changing the amount of fees to be paid or original issue discount of the Debt Financing) unless the Equity Financing (as reflected in the Equity Commitment Letter, as may be amended) is increased by a corresponding amount or (B) satisfy on imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a timely basis all conditions applicable manner that would reasonably be expected to (1) materially delay or prevent the Closing or (2) adversely impact the ability of Buyer to enforce its rights against other parties to the Debt Purchaser to obtaining Commitment Letter or the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior when required pursuant to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided (provided, that Buyer may amend the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding Commitment Letter to add lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had not executed the Roll-Over Commitments Debt Commitment Letter as of the date hereof and amend the economic or other arrangements with respect to the existing and additional lenders, lead arrangers, bookrunners, syndication agents or similar entities, if the addition of this Agreement so long such additional parties and amendment of additional terms do not reduce the Debt Financing to be funded at the Closing to less than the aggregate amount committed pursuant to the Debt Commitment Letter as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over date hereof or, individually or in the aggregate, would not be reasonably expected to delay or prevent the Closing); (ii) cause the Equity Financing to be consummated upon satisfaction of the Financing Conditions contained in the Equity Commitment Letter; (iii) satisfy on or prior to the Closing Date, all Financing Conditions that are within Buyer’s control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms contained in, or no less favorable to Buyer in the aggregate than, the Debt Commitment Letter (including any “market flex” provisions related thereto); (v) in the event that the conditions set forth in Sections 8.01 and 8.02 and the Financing Conditions have been satisfied or, upon funding would be satisfied, cause the Financing Sources to fund the full amount of the Debt Financing at or prior to the Closing (or such lesser amount as may be required to consummate the transactions contemplated hereby) (and, for the avoidance of doubt, Buyer acknowledges and agrees that (A) in the event that on the final day of the Marketing Period (x) all or a portion of the Debt Financing structured as high yield debt or contemplated to be sold pursuant to a Rule 144A transaction has not been issued or sold, (y) all conditions precedent to Buyer’s obligations hereunder shall have been satisfied or waived (other than those conditions which by their nature will not be satisfied until the Closing) and (z) the bridge financing contemplated by the Debt Commitment Letter is available, then on such date Buyer shall borrow under and use the proceeds of the bridge financing to finance, in part, the Closing Date Payments and (B) Buyer shall comply with any “securities demand” or similar provisions included in the Debt Commitment Letter or any related fee letter and use any proceeds from the sale of securities issued thereunder to finance, in part, the Closing Date Payments); and (vi) enforce its rights under the Commitment Letters in the event of a Financing Failure Event. (b) Buyer shall keep Parent informed in reasonable detail of the status of its efforts to arrange the Financing. Buyer shall give Parent prompt notice of any breach or repudiation, or receipt of a written notice of any anticipated or threatened breach or repudiation, by any party to the Commitment Letters of which ▇▇▇▇▇ becomes aware. Without limiting Buyer’s other obligations under this Section 5.15, if a Financing Failure Event occurs, Buyer shall (i) promptly notify Parent of such Financing Failure Event and the reasons therefor, (ii) in consultation with the Parent and the Sellers, use its reasonable best efforts to obtain (on terms no less favorable to Buyer, taken as a whole (taking into account any “market flex” provisions, but not in excess or outside of such “market flex” provisions unless agreed by Buyer), in the aggregate, than those set forth in the Debt Commitment Letter) alternative financing from the same or alternative financing sources, in an amount sufficient to make the Closing Date Payments and consummate the transactions contemplated by this Agreement or Agreement, as promptly as practicable following the TDC Agreement. Upon any occurrence of such amendmentevent, replacementand (iii) use its reasonable best efforts to obtain, supplement or modification of and when obtained, provide Parent and the Financing Commitments Sellers with a copy of, a replacement financing commitment in accordance with this Section 5.105.15(a)(i) that provides for such alternative financing. Notwithstanding anything herein to the contrary, in no event shall the term reasonable best efforts of Buyer be deemed or construed to require Buyer to, and Buyer shall not be required to, (i) pay fees in the aggregate in excess of those contemplated by the Debt Commitment Letter, or (ii) agree to terms that are outside of, or less favorable than, in the aggregate, any terms set forth in the Debt Commitment Letter or any related fee letter (including any “Financing Commitmentsmarket flex” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedprovision therein).

Financing. (a) The Debt Purchaser Subject to the terms and conditions of this Agreement (including Section 5.10(e) hereof), each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of the Financing on the terms and conditions (including the flex provisions) described in the Financing CommitmentsLetters and any related Fee Letter (taking into account the anticipated timing of the Marketing Period) and, without the consent of the Company, shall not permit any amendment or modification to be made to, or consent to any waiver of any provision or remedy under, the Financing Letters or any related Fee Letter, if such amendment, modification or waiver (i) reduces the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount) from that contemplated in the Financing Letters, or (ii) imposes new or additional conditions or other terms or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing or other terms in a manner that would reasonably be expected to (x) delay or prevent the Closing Date, (y) make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur or (z) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Equity Financing Letter when required pursuant to Section 10.16(b) of this Agreement or the definitive agreements with respect thereto. For purposes of clarification, the foregoing shall not prohibit Parent from amending the Debt Commitment Letter and any related Fee Letter to (i) add or replace lender(s) (and Affiliates of such additional lender(s)) as a party thereto or (ii) make such other changes that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby on the terms contained herein. Any reference in this Agreement to (A) maintain in effect “Financing” shall include the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or financing contemplated by the Financing Commitments and (D) consummate the Financing at Letters as amended or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, modified in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance compliance with this Section 5.10, the term 5.10 and (B) “Financing CommitmentsLetters” or “Debt Commitment Letter” shall mean the Financing Commitments include such documents as so amended, replaced, supplemented amended or modifiedmodified in compliance with this Section 5.10(a).

Financing. (a) The Debt Purchaser Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to obtain arrange the proceeds of the Financing on the terms and conditions described in the Financing CommitmentsDebt Financing, including to using reasonable best efforts to: (Ai) maintain in effect the Debt Commitment Letter and not permit any amendment or modification to be made to, not consent to any waiver of any provision or remedy under, and not replacing, the Debt Commitment Letter, if such amendment, modification, waiver or replacement: (A) reduces the aggregate amount of the Debt Financing Commitments, (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) to an amount less than the amount necessary to consummate the Merger (unless the Equity Financing is increased by a corresponding amount) or (B) satisfy on imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a timely basis all manner that would reasonably be expected to (1) materially delay or prevent the Closing, (2) make the funding of the Debt Financing (or satisfaction of the conditions applicable to obtaining the Debt Financing) less likely to occur or (3) adversely impact the ability of Parent to enforce its rights against other parties to the Debt Purchaser to obtaining Commitment Letter or the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior when required pursuant to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided (provided, that (x) Parent may amend the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding Commitment Letter to add lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had not executed the Roll-Over Commitments Debt Commitment Letter as of the date hereof; (y) Parent may amend the Debt Commitment Letter in connection with an escrow arrangement to include conditions customary for escrow arrangements of this Agreement so long as such addition does not preventnature and (z) at the Company’s request, materially impede or materially delay Parent shall keep the consummation Company reasonably apprised of the Roll-Over status and terms and conditions of any amendments, modifications, waivers or replacements, and shall promptly furnish to the transactions contemplated Company copies of any agreements or other documentation with respect to such amendment, modification, waiver or replacement); (ii) cause the Equity Financing to be consummated upon satisfaction of the conditions contained in the Equity Commitment Letter that are within its control; (iii) satisfy on a timely basis all conditions to the Debt Financing and the Equity Financing that are within its control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto), subject to any amendments or modifications thereto permitted by this Agreement and any changes in terms that would not violate the standards set forth in Agreement; (v) in the event that the conditions set forth in Sections 6.1 and 6.3 have been satisfied or, upon funding would be satisfied, cause the Financing Sources to fund the full amount of the Debt Financing at or prior to the TDC AgreementClosing; and (vi) enforce its rights under the Commitment Letters in the event of a Financing Failure Event. (b) (i) Parent shall consult with and keep the Company informed in reasonable detail of the status of its efforts to arrange the Financing and (ii) promptly provide the Company with copies of all executed material amendments, modifications or replacements of any Debt Commitment Letter or executed material definitive agreements related to any of the Financing at the reasonable request of the Company. Parent shall give the Company prompt notice of any breach or repudiation, or any threatened breach or repudiation, by any party to the Commitment Letters of which Parent or its affiliates becomes aware. Without limiting Parent’s other obligations under this Section 5.10, if a Financing Failure Event occurs, Parent shall (i) promptly notify the Company of such Financing Failure Event and the reasons therefor, (ii) use its reasonable best efforts to obtain (on terms not less favorable in the aggregate to Parent as those set forth in the Debt Commitment Letter) alternative financing from alternative debt financing sources, in an amount sufficient, when taken together with the Equity Financing, and the available portion of the Debt Financing, to pay the Merger Consideration and consummate the Transactions, as promptly as practicable following the occurrence of such event, and (iii) use its reasonable best efforts to obtain, and when obtained, provide the Company with a copy of, a replacement debt financing commitment that provides for such alternative financing (with only the fee amounts, interest rates, original issue discount, and economic and other “market flex” terms redacted (none of which redacted provisions would be reasonably expected to adversely affect the amount or availability of the Debt Financing on the Closing Date). Parent shall give the Company prompt notice (and in any event within 24 hours) of Parent’s receipt of a Notes Flex Notice. (c) Upon any such amendment, replacement, supplement or modification of the Financing Commitments Commitment Letters in accordance with this Section 5.105.10 all references herein to “Commitment Letter” or “Debt Commitment Letter”, the term “Financing Commitments” as applicable, shall include and mean the Financing Commitments such documents as so amended, replaced, supplemented or modifiedmodified in accordance with this Section 5.10 and references to “Financing”, or “Debt Financing”, as applicable, shall include and mean the financing contemplated by such Commitment Letter as so amended, replaced, supplemented or modified in accordance with this Section 5.10.

Financing. (a) The Debt Purchaser Subject to the terms and conditions of this Agreement, Parent shall, and shall cause its Subsidiaries to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate, on or prior to the Closing Date, the Financing contemplated by the Commitment Letters on the terms set forth therein. Parent shall keep the Company reasonably informed of material developments in respect of Parent’s efforts to arrange the Financing. Prior to the Closing, without the prior written consent of the Company, Parent shall not agree to, or permit, any amendment, modification or supplement of, or waiver under, the Commitment Letters to the extent such amendment, modification, supplement or waiver would (i) reduce the aggregate amount to be funded under the Financing (including by changing the amount of fees to be paid or original issue discount of the Financing or similar fees), (ii) amend, modify or supplement the conditions or contingencies to the Financing in a manner that would reasonably be expected to make it less likely the Financing will be funded or imposes new or additional conditions or expands any existing condition to the receipt of the Financing, or (iii) adversely impact the ability of Parent to enforce its rights against the other parties to the Commitment Letters. Notwithstanding the foregoing, (x) Parent or its Subsidiary that is a party to the Commitment Letters may amend the Commitment Letters to add investors, lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letters as of the date of this Agreement and, in connection therewith, amend the economic and other arrangements with respect to the existing and additional investors, lenders, lead arrangers, bookrunners, syndication agents or similar entities, if the addition of such additional parties and amendment of additional terms do not impact the aggregate amount of the Financing to be funded at the Closing or, individually or in the aggregate, would not be reasonably expected to delay or prevent the Closing or make it less likely the Financing will be funded, (y) neither this Section 8.15(a) nor any other provision herein shall be construed to require any of Parent or Merger Sub or any of their respective Affiliates to commence, threaten to commence or prosecute any claim, at law or in equity, against the other parties to the Commitment Letters or any other Person in order to consummate the Financing and (z) in the event that Parent or any of its Affiliates is required pursuant to this Section 8.15 to provide any information that is subject to attorney-client or similar privilege, Parent or such Affiliate may withhold disclosure of such information so long as Parent gives notice to the Company of the fact that it is withholding such information and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to waive the applicable privilege or protection. (b) In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letters and such portion is necessary to fund the transactions contemplated by this Agreement, Parent shall promptly notify the Company and shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange to obtain the proceeds of the Financing on the terms and conditions described in the Financing Commitments, including to alternative financing from alternative sources for such portion (Ax) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described not materially less favorable to Parent or any of its Subsidiaries, as applicable, than the Commitment Letters and (y) in an amount sufficient to consummate the transactions contemplated hereby. If obtained, Parent shall promptly deliver to the Company true and complete copies of a new financing commitment letter pursuant to which any such alternative source shall have committed to provide Parent or any of its Subsidiaries with any portion of the Financing. References in this Agreement to (i) “Financing” shall include the mezzanine financing and term loan financing contemplated by the Financing Commitments Commitment Letters as amended, modified or replaced, (ii) “Commitment Letters” shall include such documents as amended, modified or replaced and (Diii) consummate “Financing Sources” shall include the providers of the Mezzanine Financing and Term Loan Financing under such documents as amended, modified or replaced (in the case of each of clauses (i), (ii) and (iii), including replacement with alternative financing and alternative financing commitments pursuant to this Section 8.15 from and after such amendment, modification or replacement); provided, that fee letters or side letters which do not contain “flex” or other provisions which affect the terms or conditions of the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification required to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedbe provided.

Financing. (a) The Debt Purchaser Subject to the terms and conditions of this Agreement, Buyer shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of the Financing on the terms and conditions described in the Financing CommitmentsLetter (as may be amended in accordance with the terms below), including and shall not permit any amendment or modification to be made to (A) maintain in effect other than to amend the Financing Commitments, (B) satisfy on a timely basis all conditions applicable Letter to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding add lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments Financing Letter as of the date of this Agreement so long as such addition does not preventAgreement), materially impede or materially delay any waiver of any provision or remedy under, the consummation of the Roll-Over Financing Letter or the transactions contemplated by this Agreement or the TDC Agreement. Upon any Fee Letter, if such amendment, replacement, supplement modification or modification waiver (i) reduces the aggregate amount of the Financing Commitments or (ii) imposes new or additional conditions or other terms or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing or other terms in accordance a manner that would reasonably be expected to (x) delay or prevent the Closing, including the receipt of Regulatory Approvals, (y) make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing materially less likely to occur, or (z) adversely impact the ability of Buyer to enforce its rights against the other parties to the Financing Letter or the definitive agreements with respect thereto without the prior consent of Seller, other than (i) a waiver of any closing conditions by lender(s) or their agent or (ii) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Letter as of the date hereof or to reassign titles to such parties who had executed the Financing Letter as of the date hereof; provided, that Buyer shall have the right to substitute other financing for all or any portion of the Financing from the same and/or alternative financing sources; provided, further, that such substitution shall only be permitted if (i) the terms thereof would not be reasonably expected to delay or prevent the Closing or make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing materially less likely to occur, and (ii) the conditions to the Financing set forth in the Financing Letter would not be expanded or modified in a manner that would reasonably be expected to delay or prevent the Closing, provided, still further, that any such substitute financing shall not obligate Seller as a surety, guarantor or indemnitor or to extend credit to any Person. Any reference in this Agreement to: (A) “Financing,” shall include the financing contemplated by the Financing Letter as amended or modified in compliance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified.Section

Financing. (a) The Parent and Sub shall, and, as applicable, shall cause their affiliates (including any Finance Affiliate) and representatives to, use their reasonable best efforts and do all things necessary or advisable to obtain the Financing at or prior to the Closing, on the terms and conditions (including any related “flex” provisions) described in the Financing Commitment Letters (for purposes of this Section 5.07, the Financing Commitment Letters and the Debt Purchaser Commitment Letter shall use its include any Fee Letter), including using reasonable best efforts to take, or cause (i) enter into definitive agreements with respect to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of the Debt Financing on the terms and conditions described in (including any related flex provisions) contemplated by the Debt Commitment Letter (the “Definitive Debt Financing Commitments, including to (A) maintain in effect the Financing CommitmentsAgreements”), (Bii) satisfy on a timely basis all conditions terms and conditions, including with respect to the payment of any fees, applicable to the Debt Purchaser to Parent, Sub or any Finance Affiliate obtaining the Financing set forth in the Financing Commitment Letters and the Definitive Debt Financing Agreements that is are within its control (including by consummating the Equity Financing at or prior to the Closing)their control, (Ciii) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms consummate and conditions described in or contemplated by cause the Financing Commitments and (D) Sources to consummate the Financing at or prior to the Closing and (iv) enforce their rights under the Financing Commitment Letters and the Definitive Debt Financing Agreements. Prior to the Closing, Parent and Sub (and, if applicable, any Finance Affiliate) shall not agree to any amendments, replacements or modifications to, or grant any waivers of, any condition or other material provision under the Financing Commitment Letters or the definitive agreements relating to the Financing without the prior written consent of the Company, unless such amendment, modification, replacement or waiver does not and would not reasonably be expected to (A) reduce the aggregate amount of the Financing thereunder (including by seeking changing the amount of fees to be paid or original issue discount thereof), (B) impose any new or additional condition, or otherwise amend, modify or expand any condition, to the receipt of any portion of the Financing, in each case, in a manner that would reasonably be expected to delay or prevent the Closing or make the funding of any portion of the Financing (or satisfaction of any condition to obtaining any portion of the Financing) less likely to occur or (C) adversely impact the ability of Parent, Sub or any Finance Affiliate to enforce its rights against any other party to any Financing Commitment Letter, the ability of Parent or Sub to consummate the Transactions or the likelihood of the consummation of the Transaction; provided that (I) Parent and Sub (and, if applicable, any Finance Affiliate) may amend the Financing Commitment Letters or the definitive agreements relating to the financing to add lenders, lead arrangers, bookrunners, syndication agents or any person with similar roles or titles who have not executed the Debt Commitment Letter as of the date hereof (including in connection with any Second Lien Giveaway) and (II) Parent and Sub (and, if applicable, any Finance Affiliate) may enter into any Replacement Commitment Facility; provided, further, that any consent of the First Lien Lead Arrangements required in connection with any such Replacement Commitment Facility have been obtained and shall be promptly provided to the Company. Parent and Sub (and, if applicable, any Finance Affiliate) shall use their reasonable best efforts to maintain in effect the Financing Commitment Letters (including any Definitive Debt Financing Agreements) until the termination thereof in accordance with their respective terms. Any commitment letter and any associated fee letters governing any Replacement Commitment Facility are referred to, respectively, as a “Replacement Facility Commitment Letter” and a “Replacement Facility Fee Letter.” Neither Parent or Sub (or, if applicable, any Finance Affiliate) shall release or consent to the termination of the obligations of the Debt Financing Sources under the Roll-Over Commitments against Debt Commitment Letter or the lenders and Definitive Debt Financing Agreements other persons providing than with respect to the Roll-Over Commitments). The Debt Purchaser Second Lien Term Facility solely in connection with any Second Lien Giveaway or Replacement Commitment Facility. (b) Notwithstanding anything to the contrary contained in this Agreement, in no event shall not agree to Parent or permit any amendment, replacement, supplement or other modification of, or waive any of its rights underaffiliates (which for purposes of this Agreement shall be deemed to include each direct or indirect investor or potential investor in Parent, or any of the Guarantor’s, Parent’s or any such investor’s financing sources or potential financing sources or other representatives acting at the direction of or on behalf of Parent, the Guarantor or such investor) engage any bank, investment bank or other potential provider of debt or equity financing, or provider of surety or performance bonds (or similar bonds) on an exclusive basis or otherwise on terms that prohibit or are designed to prevent such provider from providing or seeking to provide such services, financing or bonds to any person in connection with a transaction relating to the Company or the Company Subsidiaries in connection with the Transactions (including in connection with the making of any Competing Proposal); provided that Parent’s or any of its affiliates’ Debt Financing Sources may establish a “tree” system whereby separate groups or “trees” will be formed and dedicated to Parent in connection with the Transactions. (c) If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Debt Commitment Letter, Parent and Sub (and, if applicable, any Finance Affiliate) shall use their reasonable best efforts to, as promptly as practicable following the occurrence of such event, arrange and obtain financing in an amount sufficient to satisfy the Financing Purposes from the same or alternative sources, on terms and conditions (including any “flex” provisions) that are not materially less favorable to Parent and Sub (and, if applicable, any Finance Affiliate) in the aggregate than the Debt Financing contemplated by the Debt Commitment Letter in effect on the date hereof (after giving effect to any “flex” provisions in the Fee Letter) and that do not add new (or expand upon or adversely modify the) conditions precedent or contingencies to the funding of the Debt Financing on the Closing Date of the Financing as set forth in the Financing Commitment Letters in effect on the date hereof or otherwise adversely affect the ability or likelihood of Parent and Sub to timely consummate the Transactions. The new debt commitment letter and fee letter entered into in connection with such alternative financing are referred to, respectively, as a “New Debt Commitment Letter” and a “New Fee Letter.” In the event Parent or Sub (or, if applicable, any Finance Affiliate) enter into any such New Debt Commitment Letter or Replacement Facility Commitment Letter or documentation with respect to a Second Lien Giveaway, (i) Parent and Sub shall promptly provide the Company with true, correct and complete copies thereof (provided that any fee letters may be redacted with respect to any fee amounts, pricing terms, pricing caps, flex provisions and certain other customary economic provisions (none of which individually or in the aggregate would reduce the amount of the Debt Financing or adversely affect the availability or conditionality of the Debt Financing or prevent or materially delay the Closing)), (ii) any reference in this Agreement to the “Debt Financing” shall be deemed to include the debt financing contemplated by such New Debt Commitment Letter or Replacement Facility Commitment Letter, as applicable, (iii) any reference in this Agreement to the “Debt Commitment Letter” (and any definition incorporating the term “Debt Commitment Letter,” including the definition of Definitive Debt Financing Agreements) shall be deemed to include such New Debt Commitment Letter and any New Fee Letter or such Replacement Facility Commitment Letter and any Replacement Facility Fee Letter, as applicable, and (iv) any reference in this Agreement to the “Debt Financing Sources” (and any definition incorporating the term “Debt Financing Sources,” including the definition of Financing Sources) shall be deemed to include any financial institutions and other lenders party to such New Debt Commitment Letter or such Replacement Facility Commitment Letter, as applicable, from time to time. (d) Parent and Sub shall, upon reasonable request, keep the Company informed as promptly as practicable in reasonable detail of the status of their efforts to arrange and obtain the Financing and, upon reasonable request, provide the Company with drafts of the Definitive Debt Financing Agreements. Without limiting the generality of the foregoing, Parent shall (i) furnish the Company complete, correct and executed copies of any amendments to the Financing Commitment Letters promptly upon their execution (including in connection with any Second Lien Giveaway or Replacement Commitment Facility) (provided that any Fee Letters may be redacted with respect to any fee amounts, pricing terms, pricing caps, flex provisions and certain other customary economic provisions (none of which individually or in the aggregate would reduce the amount of the Debt Financing or adversely affect the availability or conditionality of the Debt Financing or prevent or delay the Closing)) and (ii) give the Company prompt written notice (A) of any default or breach (or any event that, with or without notice, lapse of time or both, would (or would reasonably be expected to) give rise to any default or breach) by any party under any of the Financing Commitment Letters or the definitive agreements relating to the Financing of which Parent or Sub becomes aware, (B) of any termination of any of the Financing Commitment Letters or any commitment provided thereunder, (C) of the receipt of any written notice from any person with respect to any (1) actual default, breach, termination or repudiation of any Financing Commitment Letter, any definitive agreement relating to the Financing or any provision of the Financing Commitment Letters or the definitive agreements related relating to the Financing, in each case, without by any party thereto, or (2) material dispute or disagreement between or among any parties to any Financing Commitment Letter or the Companydefinitive agreements relating to the Financing, and (D) if for any reason Parent or Sub believe in good faith that they (or, if applicable, any Finance Affiliate) will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitment Letters or the definitive agreements relating to the Financing. Parent and Sub shall provide any information reasonably requested by the Company relating to any of the circumstances referred to in the previous sentence as soon as reasonably practical (but in any event within three (3) Business Days) after the date that the Company delivers a written request therefor to Parent. (e) Prior to the Closing, at Parent’s prior written consent (which consent sole expense, the Company shall, and shall cause the Company Subsidiaries and instruct its and their respective Representatives to, in each case, use their reasonable best efforts to provide to Parent and Sub all customary cooperation or assistance as reasonably requested by Parent in connection with the Debt Financing; provided that the Company shall not be unreasonably withheld or delayed), provided obligated to cooperate with any type of Debt Financing that any such amendment, replacement, supplement or other modification is more burdensome to the Roll-Over Commitments (i) does not involve any conditions to funding Company than the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions first lien/second lien term loan credit facilities contemplated by this Agreement or the TDC Agreement; and provided that as the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments Financing as of the date hereof (including any related “flex” provisions or any Second Lien Giveaway or Replacement Commitment Facility permitted pursuant to this Agreement). Without limiting the generality of this Agreement the foregoing, such cooperation and assistance shall include using reasonable best efforts in (i) causing management of the Company, in each case, with appropriate seniority and expertise, to participate (including by teleconference or virtual meeting platforms) in a reasonable number of meetings, presentations, sessions and road shows with prospective lenders or rating agencies and rating agency and due diligence sessions, (ii) providing reasonable and customary assistance with the preparation of materials for rating agency presentations, bank information memoranda (including, to the extent necessary, an additional bank information memoranda that does not contain material non-public information), marketing materials, investor presentations (including road shows) and similar documents required in connection with the Debt Financing, including executing customary authorization letters in connection with the distribution of such materials, and providing reasonable cooperation with the due diligence efforts of the Debt Financing Sources to the extent reasonable and customary (and, to the extent applicable, subject to the limitations contained in Section 5.05), (iii) (A) to the extent timely requested by Parent, obtaining documents, including the Payoff Letters and (if applicable) customary lien release documentation, evidencing the repayment of the Payoff Indebtedness and any other Indebtedness reasonably requested by Parent (and Parent provides the funds therefor) of the Company and the Company Subsidiaries and the release of any related Liens and (B) promptly, and no later than three (3) Business Days prior to the Closing, providing all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, relating to the Company or any of the Company Subsidiaries, in each case as reasonably requested by Parent at least ten (10) Business Days prior to the Closing Date, (iv) furnishing Parent and Sub and the Debt Financing Sources with the Required Information, (v) reasonably assisting Parent with Parent’s preparation of pro forma financial statements and other financial information required to be included in any materials referred to in clause (ii) above related to the Debt Financing (it being understood that the Company and the Company Subsidiaries shall not themselves be responsible for the preparation of such pro forma financial information), (vi) reasonably assisting Parent with Parent’s preparation of the Definitive Debt Financing Agreements, including cooperating to facilitate the pledging of, granting of security interests in and obtaining perfection of any Liens on, collateral in connection with the Debt Financing, and cause officers of the Company or the Company Subsidiaries who will be officers of the Company or the Company Subsidiaries after the Closing, as applicable, to execute and deliver certificates and other documents as may reasonably be requested by Parent or the Debt Financing Sources in connection with the Debt Financing (so long as such addition certificates and other documents will not be effective prior to the Closing), (vii) attempting to ensure that any syndication effort benefits from any existing lending and investment banking relationship of the Company, (viii) (A) reasonably cooperating with the amendment of or waivers pursuant to certain agreements governing existing Indebtedness and lease obligations of the Company and the Company Subsidiaries that are intended to remain outstanding following the Closing, including the Synthetic Lease and (B) at Parent’s request, reasonably cooperating with respect to Parent’s real estate optimization strategies to be effective at or after the Closing, including, with respect to both Owned Real Property and Leased Real Property, by (so long as any such cooperation does not preventviolate the terms of any lease or sub-lease with respect to any such Leased Real Property) (1) providing third parties designated by Parent with access to such properties, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any (2) assisting in obtaining environmental, engineering and title reports and surveys and (3) assisting with negotiating and entering into agreements with respect to such properties; provided that no such amendment, replacementwaiver or agreement shall become effective prior to the Closing and Parent shall be responsible for all fees and expenses relating thereto, supplement or modification of (ix) furnishing Parent and the Debt Financing Commitments in accordance Sources with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified.su

Financing. (a) The Debt Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions arrange and to do, or cause to be done, all things necessary to obtain the proceeds as of the Financing Closing the debt financing under, and on the terms and conditions described in in, the Financing CommitmentsDebt Commitment Letter (the "Debt Financing"), including using reasonable best efforts to (Ai) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into negotiate definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments contained therein and (Dii) consummate the Financing at to satisfy or prior cause to be waived all conditions in such definitive agreements. Prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Closing, Purchaser shall not agree to any amendment or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing the Debt Commitment or any definitive agreements related Letter that would adversely affect Purchaser's ability to consummate the Financing, in each case, transactions contemplated hereby without the Company’s prior written consent of Honeywell. To the extent that the Debt Commitment Letter is terminated or any or all of the borrowings or amounts under the Debt Commitment Letter are otherwise unavailable for any reason, Purchaser shall give Honeywell prompt notice thereof and use its reasonable best efforts (which consent shall not be unreasonably withheld or delayed)with the reasonable cooperation of Honeywell) to arrange for alternative financing in an amount at least equal to that contemplated by the Debt Commitment Letter, provided that nothing shall obligate Purchaser to enter into any replacement financing if the terms and conditions of such amendmentreplacement financing are materially less favorable to Purchaser than the terms and conditions of the Debt Commitment Letter; (b) As soon as reasonably practicable, replacementHoneywell shall provide, supplement and shall cause its Subsidiaries (including the Company) and its and their representatives to provide, including through the employees of the Company and its Subsidiaries or other modification to any employees of Honeywell and its Affiliates who are actively involved in the Roll-Over Commitments SPS Business, reasonable and customary cooperation in connection with the arrangement of the Debt Financing as may be requested by Purchaser (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including: (i) does not involve any conditions participation in meetings, drafting sessions, road show presentations, bank presentations, rating agency presentations and due diligence sessions at times to funding the Roll-Over that are not contained in, be mutually agreed and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and after reasonable notice; (ii) does not preventfurnishing Purchaser and its financing sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Purchaser and to the extent reasonably available; (iii) assisting Purchaser and its financing sources in the preparation of (A) an offering document for any debt raised to complete the transactions contemplated hereby, materially impede or materially delay the consummation (B) materials for rating agency presentations, and (C) business projections; (iv) preparation, review and provision of the Rollfollowing historical financial statements required for the offering documents for the Debt Financing (A) audited annual financial statements (statements of income, cash flow statements, statements of stockholder equity for the 2002, 2003 and 2004 fiscal years and balance sheets as of December 31, 2003 and 2004) and notes thereto of the Company and its Subsidiaries (the "Novar Group"), (B) unaudited interim financial statements (statements of income and cash flow statements for the nine months ended September 30, 2005 and the nine months ended September 30, 2004 and an unaudited balance sheet as of September 30, 2005) of the Novar Group, (C) audited financial statements of the SPI Group, for the 2001 and 2000 fiscal years, sufficient for the preparation of selected financial statements for those fiscal years complying with Item 301 of Regulation S-Over K, (D) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” relating to the Novar Group, for the periods described in (A) and (B), above, complying with Item 303 of Regulation S-K and (E) a section relating to “Quantitative and Qualitative Disclosures About Market Risk” for the Novar Group, complying with Item 305 of Regulation S-K. The periods presented in the financial statements described in (A) and (B) above shall be updated by Honeywell (or its accountants) for the periods required in order for such information to comply with applicable requirements of Regulation S-X with respect to the staleness of such information, and the information described in (D) and (E) above shall be updated by Honeywell (or its accountants) to reflect any such update in the financial statements described in (A) and (B). Collectively, all of the items described above in this clause (iv) are referred to in this Agreement as the “Debt Financing Historical Financial Information.” Collectively, all of the items described in (A) and (B) of this clause (iv) are referred to in this Agreement as the "Recent Financial Statements." If the Closing Date occurs after December 31, 2005, then, to the extent preliminary financial information for the year ending December 31, 2005 with respect to the SPI Group is available, Honeywell shall use its commercially reasonable efforts to provide such available information to Purchaser prior to the Closing Date. All of the financial statements described in (A), (B) and (C) above shall be prepared in accordance with GAAP and shall comply in all material respects with Regulation S-X as in effect from time to time for such financial statements if they were to be included in a Registration Statement on Form S-1 of the Novar Group (in the case of the financial statements described in (A) and (B) above) or the SPI Group (in the case of the financial statements described in (C) above), relating to debt securities and related guarantees issued by the Novar Group or SPI Group, as applicable. The 2005 financial statements described in (B) above shall reflect specific allocations of the purchase price paid by Honeywell for the Novar Group, in accordance with Statements of Financial Accounting Standards No. 141, “Business Combinations.” It is acknowledged and understood by Purchaser and Honeywell and its Subsidiaries that the periods to be presented in the financial statements described in (B) above will include financial statements prepared on a predecessor basis with respect to the period from January 1, 2005 to March 31, 2005; (v) fully cooperating in the preparation of pro forma financial information (and notes thereto) for the Novar Group (including by providing supplemental historical information and assisting and advising in the calculation of all necessary allocations), prepared (except in the case of clause (D) below) in accordance with Article 11 of Regulation S-X, giving pro forma effect to the transactions contemplated by this Agreement or and the TDC Agreement; financing and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely other transactions related thereto, including (A) a pro forma balance sheet as of September 30, 2005, (B) a pro forma income statement for the purpose nine months ended September 30, 2005, (C) a pro forma income statement for the fiscal year ended December 31, 2004 and (D) a pro forma income statement for the 12 months ended September 30, 2005. The Debt Financing Pro Forma Financial Information shall be updated for the periods required in order for such information to comply with applicable requirements of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed Regulation S-X with respect to the Roll-Over Commitments as staleness of the date of such information. The financial information described above in this clause (v) is referred to in this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation "Debt Financing Pro Forma Financial Information"; (vi) reasonably cooperating with the marketing efforts of the Roll-Over or Purchaser and its financing sources for any debt raised by Purchaser to complete the transactions contemplated by this Agreement or hereby; (vii) reasonably facilitating the TDC Agreement. Upon any such amendment, replacement, supplement or modification pledge of collateral; (viii) providing reasonable assistance to Purchaser in the negotiation of the specific terms of the Debt Financing, including participating in meeting and drafting sessions with respect to the terms of any indenture, credit agreement or facility (and schedules thereto), the terms of any related security documents (and schedules thereto) and the terms of purchase agreements relating to debt securities (including representations and warranties); (ix) using reasonable efforts to cause in-house legal counsel of the Company or its Subsidiaries to provide legal opinions on customary matters; and (x) using reasonable efforts to cause the independent auditor of the Novar Group to cooperate in the arrangement of the Debt Financing, including by participating in meetings, drafting sessions and due diligence sessions and to provide any opinions, consents or comfort letters with respect to the Debt Financing Commitments Historical Financial Information that are, in each case, reasonably customary for offerings conducted under Rule 144A of the Securities Act of 1933, as amended (in the case of a Debt Financing that takes the form of an offering conducted under Rule 144A); (c) Honeywell shall provide (or cause to be provided) unaudited financial information of the Novar Group, for the 2001 and 2000 fiscal years, sufficient for the preparation of selected financial data for those fiscal years complying with Item 301 of Regulation S-K (the "Selected Financial Information"). The Selected Financial Information shall be prepared in accordance with GAAP and shall comply in all material respects with Regulation S-X as in effect from time to time for such financial information if they were to be included in a Registration Statement on Form S-1 of the Novar Group, relating to debt securities and related guarantees issued by the Novar Group; provided, that none of Honeywell or its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other Liability or cost or expense, and Purchaser shall indemnify and hold harmless Honeywell for any Liabilities that it may incur, solely in connection with any such financing or the actions contemplated by this Section 5.105.17, including the term “Financing Commitments” Selected Financial Information (other than the fees and expenses associated with the preparation, review and provision of the audited financial statements and unaudited financial statements of the Novar Group, which shall mean be borne by Honeywell or fully reflected as current liabilities in Final Net Working Capital) (it being understood that nothing shall be deemed to limit Purchaser's rights with respect to the Financing Commitments as so amendedrepresentations, replacedwarranties and covenants set forth in this Agreement (including the Disclosure Schedule) or to the rights set forth in this Agreement, supplemented including Article VII or modifiedArticle IX).

Financing. (a) The Debt Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary reasonably necessary, proper or advisable to arrange and obtain the proceeds of Debt Financing described in the Financing Debt Commitment Letter at Closing on the terms and conditions (including pursuant to any “flex” provisions in any fee letter relating to the Debt Financing) described in the Financing Commitments, therein including (i) to (A) maintain in effect the Financing CommitmentsDebt Commitment Letter until the consummation of the transactions contemplated hereby, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (Cii) to the extent not previously entered into, negotiate and enter into definitive agreements with respect thereto to the Debt Commitment Letter (collectively, the “Debt Financing Agreements”) on terms and conditions described (including “flex” provisions) no less favorable to Purchaser in or contemplated by any material respect than those contained in the Financing Commitments Debt Commitment Letter or, if available, on other terms that are acceptable to Purchaser and (D) would not adversely affect the ability of Purchaser to timely consummate the transactions contemplated herein or effect the timely funding of the Debt Financing, (iii) to satisfy all conditions and covenants within the control of Purchaser in the Debt Commitment Letter and Debt Financing Agreements prior to or concurrently with Closing and otherwise comply with its obligations thereunder, (iv) to consummate the Debt Financing at or prior to the Closing and (including by seeking v) subject to the satisfaction or waiver of the conditions set forth in the Debt Commitment Letter, to enforce its rights under the Roll-Over Commitments against Debt Commitment Letter (including by using reasonable best efforts Table of Contents to cause the lenders and other persons financial institutions providing the Roll-Over Commitments). The Debt Financing to fund the Debt Financing contemplated by the Debt Commitment Letter; provided that Purchaser shall not agree be required to bring any litigation (or similar action) against any Debt Financing Source). Purchaser shall not enter into any amendments or modifications to or permit any amendment, replacement, supplement or other modification replacement of, or waive grant any of its rights underwaivers of, any condition or other provision or remedy under the Debt Commitment Letter or the Debt Financing Commitment or any definitive agreements related to the Financing, in each case, Agreements without the Company’s prior written consent of the Company if such amendments, modifications, replacements, terminations or waivers would (which consent shall not A) reduce the aggregate amount of cash proceeds available from the Debt Financing below the amount which, together with cash on hand of Purchaser, in the aggregate is sufficient for Purchaser to, on the Closing Date, make payments required to be unreasonably withheld made pursuant to this Agreement, (B) impose new or delayed)additional conditions or otherwise expand, provided that amend or modify any such amendment, replacement, supplement or other modification of the conditions to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation receipt of the Roll-Over or Debt Financing in a manner that would reasonably be expected to (x) adversely affect the ability of Purchaser to timely consummate the transactions contemplated by this Agreement hereby or adversely impact the ability of Purchaser to enforce its rights against the other parties to the Debt Commitment Letter or the TDC Agreement; and provided that Debt Financing Agreements or (y) make the timely funding of the Debt Purchaser may replace and amend Financing less likely to occur on the Roll-Over Commitments solely Closing Date or (C) release any Debt Financing Source from its obligations under the Debt Commitment Letter (provided that, notwithstanding the foregoing or anything else in this Agreement, no consent from the Company shall be required for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Debt Commitment Letter (I) to modify pricing in any manner that does not reduce the amount of proceeds of the Debt Financing Commitments and/or implement or exercise any of the “market flex” provisions contemplated by any fee letter referenced in accordance the Debt Commitment Letter, if applicable, or (II) to add additional Debt Financing Sources). Without limiting the generality of the foregoing, Purchaser shall give the Company prompt notice (and in any event within three (3) Business Days) (w) of any amendment or modification to the Debt Commitment Letter or any replacement of the Debt Commitment Letter, (x) of any actual breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by Purchaser (or to the Knowledge of Purchaser, any other party thereto) of any of the Debt Commitment Letter or Debt Financing Agreements, (y) of the receipt of any written notice or other written communication from any Person with respect to any actual or potential breach, default, termination or repudiation by any party to any of the Debt Commitment Letter or Debt Financing Agreements of any provisions of the Debt Commitment Letter or Debt Financing Agreements, and (z) if for any reason Purchaser determines in good faith that it is reasonably likely it will not be able to satisfy any of the obligations to, or otherwise be able to obtain, some or any portion (and such portion could reasonably be expected to be required to fund the aggregate amounts required to be paid by Purchaser pursuant to this Section 5.10Agreement on the Closing Date) of the Debt Financing on the date the Closing would be required to be consummated. Promptly (and in any event within three (3) Business Days) after the date the Company delivers to Purchaser a written request, Purchaser shall provide any information reasonably requested by the term “Company relating to any circumstance referred to in clause (w), (x), (y) or (z) above. Upon the occurrence of any circumstance referred to in clause (x), (y) or (z) above or if any portion of the Debt Financing Commitments” becomes unavailable, and such portion is reasonably required to fund the aggregate amounts required to be paid by Purchaser pursuant to this Agreement on the Closing Date, Purchaser shall mean use its reasonable best efforts to arrange and obtain in replacement thereof alternative financing from the Financing Commitments as so amendedsame or alternative sources in an amount that, replacedwhen combined with the amount of cash on hand at Purchaser, supplemented or modified.in the aggregate is sufficient for Purchaser to, on the Closing Date, pay the Table of Contents

Financing. (a) The Debt Purchaser Parent acknowledges that it shall be fully responsible for obtaining the Financing and shall use its reasonable best efforts to take, or cause to be taken, all actions arrange and to do, or cause to be done, all things necessary to obtain the proceeds of the Financing on the terms and subject only to the conditions described in the Financing CommitmentsCommitment, including using reasonable best efforts to (Ai) maintain in effect the Financing CommitmentsCommitment and negotiate definitive agreements with respect thereto on the terms and subject only to the conditions set forth in the Financing Commitment (collectively, the “Financing Agreement”), (Bii) ensure the accuracy of all representations and warranties of Parent set forth in the Financing Commitment, (iii) comply with all covenants and agreements of Parent set forth in Financing Commitment, (iv) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining Parent in the Financing Commitment that is are within its control (including by consummating the Equity Financing at or prior to the Closing)control, (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (Dv) consummate the Financing at or prior to the Closing (including and, in any event, assuming the satisfaction of all of the conditions set forth in Sections 8.1 and 8.3 (other than those conditions that by seeking their terms are to enforce its rights under be satisfied at the Roll-Over Commitments against Closing), prior to the lenders and other persons providing the Roll-Over CommitmentsOutside Date). The Debt Purchaser Parent shall not agree have the right from time to or permit any amendmenttime to amend, replacementreplace, supplement or other modification ofotherwise modify, or waive any of its rights under, any the Financing Commitment Commitment, or substitute other debt or raised equity financing for all or any definitive agreements related to portion of the FinancingFinancing from the same or alternative Financing Sources; provided, in each casehowever, without that notwithstanding the Company’s prior written consent (which consent foregoing, Parent shall not be unreasonably withheld or delayed), provided that permit any such amendment, replacement, supplement or other modification to or waiver of any provision of the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained inFinancing Commitment, and satisfied on the date of entry intoor substituted debt or equity financing, if such amendment, replacement, supplement or other modification or waiver or substituted debt or equity financing would (A) reduce the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount of the Financing) or (B) impose new or additional conditions, or otherwise amend, modify or expand upon the conditions precedent to the same extent asFinancing from that set forth in the Financing Commitment, the Roll-Over Commitments and in any such case of (iiA) does not or (B) above in a manner that would reasonably be expected to (x) prevent, materially impede or materially delay the consummation of the Roll-Over Merger or the other transactions contemplated by this Agreement on the terms set forth in this Agreement, (y) make the funding of the Financing (or satisfaction of the TDC conditions to obtaining the Financing) less likely to occur or (z) adversely impact the ability of Parent to enforce its rights under the Financing Commitment. For purposes of this Section, references to “Financing” shall include the financing contemplated by the Financing Commitment as permitted to be amended or modified by this paragraph (a) and any substitute financing permitted by this paragraph (a) and references to “Financing Commitment” or “Financing Agreement; ” shall include such documents as permitted to be amended or modified by this paragraph (a) and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose any comparable documents with respect to any substitute financing permitted by this paragraph (a). The net cash proceeds of adding lenders, lead arrangers, book runners, syndication agents any equity offering by Parent or similar entities who had not executed the Roll-Over Commitments as any of its Subsidiaries after the date of this Agreement so long as shall constitute raised equity financing substituting for a comparable portion of the debt financing contemplated by the Financing Commitment for all purposes under this Agreement. The syndication of the Financing to the extent permitted by the Financing Commitment shall not be deemed to violate Parent’s obligations under this Agreement. (b) In the event any portion of the Financing becomes unavailable on the terms and conditions (including the flex provisions) contemplated in the Financing Commitment, Parent shall use reasonable best efforts to promptly obtain alternative financing (and to obtain a new financing commitment letter and a new definitive agreement related thereto) on terms not materially less beneficial to Parent than the terms in the Financing Commitment in an amount, together with all other cash and cash equivalents of Parent and Merger Sub on the Closing Date, sufficient for Parent and Merger Sub to pay in cash all amounts required to be paid by Parent, the Surviving Corporation or Merger Sub in connection with the Merger and the other transactions contemplated by this Agreement and to otherwise consummate the Merger and the other transactions contemplated by this Agreement on the terms set forth in this Agreement (an “Alternative Financing”). To the extent not done on or prior to the date hereof, Parent will furnish true and complete copies of any Financing Commitment or Financing Agreement to the Company promptly upon their execution (with only fee amounts and market flex provisions redacted (which in no event shall modify or permit Parent or the lender party to modify the conditions precedent to the Financing or otherwise reduce the amount or adversely affect the availability of the Financing, in any such addition does not case, in a manner that would reasonably be expected to prevent, materially impede impede, or materially delay the consummation of the Roll-Over Merger or the other transactions contemplated by this Agreement on the terms set forth in this Agreement; it being understood that any reduction in the revolving commitment thereunder, which revolving commitment is not necessary for, and which reduction will not impair, prevent or delay, the TDC Agreement. Upon any such amendment, replacement, supplement or modification consummation of the Financing Commitments in accordance with this Section 5.10Merger, may be the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedsubject of redacted market flex provisions)).

Financing. (a) The Debt Purchaser Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to consummate and obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letter and shall not permit any amendment or modification to be made to, any replacement of all or a portion of any facilities (or commitments thereof) described in, or any waiver of any provisions under, the Commitment Letter without the prior written consent of the Company, if such amendment, modification, replacement or waiver (i) reduces the aggregate amount of the Financing Commitmentsto an amount below the amount required, to consummate the Transactions and to repay or refinance the debt contemplated to be replaced by the Commitment Letter, including the payment of all fees, premiums and expenses associated therewith, (ii) imposes additional conditions or any contingencies or otherwise expands upon, amends or otherwise modifies any of the conditions to (A) maintain in effect the receipt of any portion of the Financing Commitments, in a manner that would or would reasonably be expected to make any portion of the funding of the Financing (B) satisfy on a timely basis all or satisfaction of the conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior Financing) less likely to the Closing)be obtained, (Ciii) to prevents, impedes or delays the extent not previously entered intooccurrence of Closing, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by (iv) adversely impacts the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking ability of Parent to enforce its rights under the Roll-Over Commitments against the lenders and any other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related party to the Financing, in each case, without Commitment Letter or the Company’s prior written consent Definitive Agreements or (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification v) adversely impacts the ability of Parent to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or consummate the transactions contemplated by this Agreement hereby. For the avoidance of doubt, but subject to the foregoing, Parent may amend, supplement, modify or replace the TDC Agreement; and provided that Commitment Letter as in effect at the Debt Purchaser may date hereof (x) to add or replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had not executed the Roll-Over Commitments Commitment Letter as of the date of this Agreement so long or (y) to increase the amount of indebtedness. Parent shall not, and shall not permit any of its Subsidiaries to, (a) issue or sell any debt securities, incur debt for borrowed money or issue any equity securities or equity-linked securities, in each case the effect of which is to reduce the commitments under the Bridge Facility (as such addition does defined in the Commitment Letter) unless (i) all lenders providing debt commitments and loans thereunder are Investment Grade Lenders (as defined in the Commitment Letter) and (ii) the proceeds are placed in an escrow account and not prevent, materially impede or materially delay the consummation released therefrom until either used for Financing of the Roll-Over Transactions or the transactions contemplated by termination of this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with Article VIII, (b) will not obtain commitments for, or obtain loans under, any term loan facility or term bank debt the effect of which is to reduce the commitments under the Bridge Facility (as defined in the Commitment Letter) unless (i) the purpose of such loans is solely to finance the Transactions, (ii) the conditions precedent to the availability of such facility on the Offer Closing are not less favorable to Parent than such conditions in the Bridge Facility and do not include any conditions not set forth in the Condition Precedent Exhibit (as defined in the Commitment Letter) and (iii) any proceeds from any such facility received prior to the Offer Closing are placed in an escrow account and not released therefrom until either used to finance the Transactions or the termination of this Section 5.10, Agreement in accordance with Article VIII; or (c) consummate any sale or disposition of assets the term “Financing Commitments” shall mean effect of which is to reduce the Financing Commitments as so amended, replaced, supplemented or modified.commitments under the Bridge Facility unless the proceeds

Financing. (a) The Debt Each Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to consummate and obtain the proceeds of the applicable Financing on the terms and conditions (including the flex provisions) described in the Financing Commitmentsapplicable Commitment Letters (or, including to (A) maintain in effect the Financing Commitmentsif available, (B) satisfy on a timely basis all conditions applicable other terms that are acceptable to the Debt applicable Purchaser to obtaining the Financing that is within in its control sole discretion, so long as such other terms do not include or result in a Prohibited Modification (including by consummating the Equity Financing at or prior to the Closingas defined below), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit (i) in the case of the applicable Equity Commitments Letters, any amendmentearly termination, replacement, supplement amendment or other modification ofthereof, or waive any waiver of any provision thereunder (except any amendment or modification to increase the amount of Equity Financing available thereunder or any termination, replacement, amendment or modification expressly provided for therein) or (ii) in the case of the applicable Debt Commitment Letters, any early termination, replacement, amendment or modification thereof, or any waiver of any provision thereunder, except in the case of this clause (ii) any such termination, replacement, amendment, modification or waiver that would not (A) reduce the aggregate amount of the applicable Debt Financing to an amount that, together with the amount of the applicable Equity Financing, would be less than the amount required to fund the applicable Required Amount or (B) impose new or additional conditions or otherwise expand or adversely amend or adversely modify any of the conditions to the receipt of the applicable Financing in a manner that would reasonably be expected to (x) delay (taking into account the expected timing of Closing pursuant to Section 2.3) or prevent the funding of the applicable Financing (or satisfaction of the conditions to the applicable Financing (taking into account the expected timing of Closing pursuant to Section 2.3)) on the Closing Date or (y) adversely impact the ability of such Purchaser to enforce its rights underagainst other parties to the applicable Commitment Letters or, any Financing Commitment or any if and to the extent in effect, the definitive agreements related with respect thereto or to consummate the Financingtransactions contemplated hereby (the effects described in clauses (A) and (B), collectively, “Prohibited Modifications”); provided, that Zayo Purchaser may amend the Zayo Debt Commitment Letter and EQT Purchaser may amend the EQT Debt Commitment Letter, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification in a customary manner to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding add lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had not executed the Roll-Over Commitments applicable Debt Commitment Letter as of the date hereof. The applicable Purchaser shall promptly deliver to Parent copies of this Agreement any such early termination, amendment, modification, waiver or replacement. (b) Each Purchaser shall use reasonable best efforts (A) to maintain in effect the applicable Commitment Letters, (B) taking into account the expected timing of Closing pursuant to Section 2.3, to negotiate and enter into on the Closing Date definitive agreements with respect to the applicable Debt Financing on the terms and conditions (including the flex provisions) described or contemplated in the applicable Debt Commitment Letter (or, if available, on other terms that are acceptable to such Purchaser in its sole discretion, so long as such addition does other terms do not include or result in a Prohibited Modification), (C) to enforce its rights under the applicable Commitment Letters and, if and to the extent in effect, the definitive documentation in respect of the applicable Debt Financing, (D) to comply in all material respects with its obligations under each of the applicable Commitment Letters and (E) to satisfy (and cause its Affiliates to satisfy) on a timely basis (or, if reasonably required to obtain the applicable Debt Financing, seek the waiver of) all conditions to the funding or investing of the applicable Financing applicable to such Purchaser and its Affiliates in the applicable Commitment Letters and the definitive agreements related thereto that are within the control of, and are to be satisfied by, such Purchaser or its Affiliates. Each Purchaser shall keep Parent informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the applicable Debt Financing and, upon written request to such Purchaser, provide to Parent executed copies of the definitive agreements for the applicable Debt Financing. Each Purchaser shall give Parent prompt notice, and keep Parent informed on a reasonably current basis and in reasonable detail, of (i) any actual material breach, material default, termination(other than in accordance with its terms) or repudiation by any party to any applicable Commitment Letter or, if and to the extent in effect, definitive documents related to any applicable Debt Financing of which such Purchaser becomes aware; (ii) the receipt by such Purchaser (or any of its respective Affiliates) of any written notice or other written communication from any Debt Financing Source or any Sponsor party to any applicable Equity Commitment Letter with respect to any (A) actual or potential material breach, material default, termination (other than in accordance with its terms) or repudiation by any party to any applicable Commitment Letter or, if and to the extent in effect, any definitive document related to the applicable Debt Financing or any provisions of any applicable Commitment Letter or, if and to the extent in effect, any definitive document related to the applicable Debt Financing or (B) material dispute or disagreement between or among any parties to any applicable Commitment Letter or, if and to the extent in effect, any definitive document related to the applicable Debt Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the applicable Debt Financing or any definitive documents related thereto); and (iii) if and when such Purchaser becomes aware that all or any portion of the applicable Financing may not be available on the Closing Date on the terms and conditions set forth in the applicable Commitment Letters. As soon as reasonably practicable after Parent delivers to the applicable Purchaser a written request, such Purchaser shall provide any information reasonably requested by Parent relating to any circumstance referred to in the immediately preceding sentence with respect to such Purchaser or the applicable Financing; provided that in no event shall any Purchaser be required to share any information with Parent that is subject to attorney-client or other privilege (provided, that, such Purchaser shall work in good faith to use reasonable best efforts to provide access to or disclose any such information in a manner which would not jeopardize such privilege). If any portion of any Purchaser’s applicable Debt Financing becomes unavailable, such Purchaser shall use its reasonable best efforts to arrange and obtain in replacement thereof, as promptly as reasonably practicable, alternative financing from the same or alternative sources in an amount sufficient, when taken together with the available portion of the applicable Debt Financing and the applicable Equity Financing, to fund the applicable Required Amount on the Closing Date (“Alternative Financing”); provided that in no event shall any Purchaser be required to, and in no event shall its reasonable best efforts be deemed or construed to require that it (A) obtain Alternative Financing that (1) includes terms (including any “market flex” provisions applicable thereto), taken as a whole, that are materially less favorable to such Purchaser than those contained in the applicable Debt Commitment Letter (including any “market flex” provisions applicable thereto) in effect on the date hereof (it being understood that any fees (based on a percentage of funds) or any interest rate amounts or original issue discounts, in each case, in excess of those contemplated by the applicable Debt Commitment Letter as in effect on the date hereof (taking into account any “market flex” provisions contained therein) shall be deemed to be materially less favorable to such Purchaser), (2) involves any conditions to funding of the applicable Debt Financing that are not contained in the applicable Debt Commitment Letter as in effect on the date hereof or (3) would reasonably be expected to prevent, materially impede impede, or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement, (B) seek or obtain any equity financing in excess of the amount provided for in, or from a Person other than the counterparties to, the applicable Equity Commitment Letters as in effect on the date of this Agreement, (D) amend or waive any of the terms or conditions hereof or under the applicable Debt Commitment Letter or (E) share any information with Parent that is subject to attorney-client or other privilege if Purchaser shall have used its reasonable best efforts to disclose such information in a way that would not waive such privilege; provided, further, that failure to obtain Alternative Financing shall not relieve any Purchaser of any obligation hereunder. Each Purchaser shall promptly deliver true, correct and complete copies of any debt commitment letter and related fee letter (in the case of any such fee letter, redacted in a manner consistent with the applicable Redacted Fee Letter) pursuant to which any such alternative source shall have committed to provide any Alternative Financing to such Purchaser (the “Alternative Financing Commitment Letter”). As applicable, references in this Agreement (other than with respect to representations in this Agreement made by such Purchaser that speak as of the date hereof) to (i) “Debt Financing” (or “Zayo Debt Financing” or “EQT Debt Financing”, as applicable) shall include any such Alternative Financing and (ii) “Debt Commitment Letter” (or “Zayo Debt Commitment Letter” or “EQT Debt Commitment Letter”, as applicable) shall include any such Alternative Financing Commitment. Each Purchaser will fully pay, or cause to be paid, all commitment and other fees under or arising pursuant to the applicable Debt Commitment Letter that are due and payable on or prior to the Closing Date as and when they become due and payable. (c) Prior to the Closing Date, Parent shall use reasonable best efforts to, and shall use its reasonable best efforts to cause the Transferred Entities to use their reasonable best efforts to, and shall use its reasonable best efforts to cause its and their respective Representatives to use reasonable best efforts to, provide such cooperation as is reasonably requested by each Purchaser in connection with the applicable Debt Financing, any applicable ABS Financing or any other permitted replacement, amended, modified or alternative financing (with respect to any Purchaser, collectively with the applicable Debt Financing and any applicable ABS Financing, the applicable “Available Financing”), in each case at the sole cost and expense of the applicable Purchaser, including, without limitation: (i) furnishing such Purchaser and any Debt Financing Source in respect of the applicable Available Financing, promptly following such Purchaser’s request, with such customary and pertinent financial information, operating data, business and other information (including diligence information) regarding the applicable Business and the related Transferred Entities (including information to be used in the preparation of one or more information packages regarding the applicable Business) as reasonably requested by such Purchaser in connection with the arrangement or marketing of the applicable Available Financing or the TDC Agreement. Upon preparation of any such amendmentdefinitive documentation or any syndication, replacementoffering or other similar marketing materials and/or documents (including any offering memorandum) or rating agency or lender presentations relating to, supplement or modification of the Financing Commitments in accordance with this Section 5.10connection with, the term “Financing Commitments” shall mean applicable Available Financing, (ii) furnishing such Purchaser, promptly following such Purchaser’s request, with the Financing Commitments applicable Required Information (including any updates thereto as so amended, replaced, supplemented or modified.may be reasonably necessary in the discretion of such Purchaser in connection with any Available Financing),

Financing. (a) The Debt Purchaser Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to consummate and obtain the proceeds of the Financing on the terms and conditions described in the Financing CommitmentsCommitment Letter, including using reasonable best efforts to (Ai) maintain in effect the Commitment Letter and, if entered into prior to the Closing, the definitive documentation with respect to the Financing Commitmentscontemplated by the Commitment Letter (the “Definitive Agreements”), (Bii) negotiate and execute the Definitive Agreements on terms and conditions contemplated by the Commitment Letter (including any “flex” provisions thereof) and, upon execution thereof, deliver a copy thereof to the Company, (iii) satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries in the Debt Purchaser to obtaining the Financing Commitment Letter and Definitive Agreements that is are within its control (including by consummating and comply with its obligations thereunder and not take or fail to take any action that would be reasonably expected to prevent or impede or delay the Equity Financing at or prior to availability of the Closing)Financing, (Civ) to take each of the extent not previously entered into, enter into definitive agreements actions required of the Company and its Subsidiaries in paragraphs (b)(i) through (b)(xiii) below with respect thereto on terms to itself and conditions described in or contemplated by the Financing Commitments its Subsidiaries, and (Dv) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against Commitment Letter and Definitive Agreements in the event of a breach or other failure to fund by the Financing Sources that impedes or delays the Closing, including by seeking specific performance of the parties thereunder. In the event that all conditions to the Financing have been satisfied, Parent shall use its reasonable best efforts to cause the lenders and the other persons providing such Financing to fund such Financing on the Closing Date (including by taking enforcement action to cause such lenders and other persons providing the Roll-Over Commitmentsto fund such Financing). The Debt Purchaser Parent shall not agree have the right from time to or permit any amendmenttime to amend, replacementreplace, supplement or other modification ofotherwise modify, or waive any of its rights under, any Financing the Commitment Letter or the Definitive Agreements, and/or substitute other debt (but not equity financing) for all or any definitive agreements related to portion of the Financing, in each case, without Financing from the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed)same and/or alternative financing sources, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Roll-Over Commitments Commitment Letter or Definitive Agreements that amends the Financing and/or substitution of all or any portion of the Financing shall not (iA) does not involve any expand upon the conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification precedent to the same extent asFinancing as set forth in the Commitment Letter, the Roll-Over Commitments and (iiB) does not prevent, materially prevent or impede or materially delay the consummation of the Roll-Over or Merger and the other transactions contemplated by this Agreement or (C) provide for terms and conditions (including any “flex” provisions) that are, in the TDC Agreementaggregate, less favorable to Parent and the Company than those in the Commitment Letter; provided, further, that Parent shall be entitled to substitute debt securities convertible into Parent Common Stock with the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Parent shall be permitted to reduce the amount of Financing under the Commitment Letter or Definitive Agreements in its reasonable discretion, provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with the financial resources of Parent and Merger Sub, including cash on hand and the proceeds of loans under existing revolving credit facilities of Parent, to consummate the Merger and the other transactions contemplated by this Agreement (including the payment of the Required Refinancing Indebtedness), and provided further that such reduction shall not (I) expand upon the Debt Purchaser may replace and amend conditions precedent to the Roll-Over Commitments solely for Financing as set forth in the purpose of adding lendersCommitment Letter, lead arrangers, book runners, syndication agents (II) prevent or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over Merger and the other transactions contemplated by this Agreement, or (III) provide for other terms and conditions (including any “flex” provisions) that are, in the aggregate, less favorable to Parent and the Company than those in the Commitment Letter. If any portion of the Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, on the terms and conditions contemplated in the Commitment Letter and such portion is reasonably required to consummate the Merger and the other transactions contemplated by this Agreement (including the payment of the Required Refinancing Indebtedness), Parent shall use its reasonable best efforts to arrange and obtain as promptly as practicable following the occurrence of such event alternative financing from alternative financing sources in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement (including the repayment of the Required Refinancing Indebtedness), provided, that without the prior written consent of the Company (not to be unreasonably withheld), no such alternative financing (a) shall be equity financing or (b) shall be on terms and conditions (including any “flex” provisions and conditions to funding) that are not, in the TDC Agreementaggregate, at least as favorable to Parent and the Company as those in the Commitment Letter. Upon Parent shall give the Company prompt oral and written notice (but in any such amendmentevent not later than 48 hours after the occurrence) of any material breach by any party to the Commitment Letter or Definitive Agreements or of any condition not likely to be satisfied, replacementin each case, supplement of which Parent becomes aware or any termination or waiver, amendment or other modification of the Commitment Letter or Definitive Agreements. Parent shall keep the Company reasonably informed on a current basis and in reasonable detail of the status of its effort to arrange the Financing Commitments in accordance and shall provide to the Company copies of all documents related to the Financing (excluding fee letters and engagement letters, except to the extent that such documents contain any conditions to funding, “flex” provisions or other substantive provisions (excluding provisions related solely to fees and economic terms agreed to by the parties) regarding the terms and conditions of the Financing). In the event that Parent commences an enforcement action to enforce its rights under the Commitment Letter or the Definitive Agreements and/or cause the Financing Sources to fund the Financing (any such action, a “Financing Action”), Parent shall (x) keep the Company reasonably informed of the status of the Financing Action and (y) at the request of the Company, shall make Parent’s employees and Representatives (other than any of its investment bankers, financial advisors or Financing Sources) reasonably available to discuss the status of, and material developments with this Section 5.10respect to, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedAction.

Financing. (a) The Debt Subject to the terms and conditions of this Agreement, the Purchaser shall use its reasonable best efforts Reasonable Efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary to (i) maintain in full force and effect (x) the Credit Agreement and (y) the Debt Commitment Letter and any related material definitive documentation (collectively, the “Debt Financing Documents”) until the funding of the Debt Financing on the Closing Date and obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letter (including the “market flex” provisions of the related fee letter (the “Debt Financing CommitmentsFee Letter”)) and shall not permit, including without the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed), any amendment or modification to be made to or any waiver of any material provision under the Debt Commitment Letter, the Debt Financing Documents or the Credit Agreement if such amendment, modification or waiver would (A) maintain in reduce the aggregate amount of the Debt Financing, unless the Purchaser demonstrates to the reasonable satisfaction of the Seller that, after giving effect to such reduction, the amount of the Debt Financing Commitments, is sufficient to meet the Purchaser’s payment obligations necessary to consummate the Contemplated Transactions (and the Purchaser’s representation under Section 4.5(a) hereof shall be deemed to have been made with respect to the Debt Financing as so reduced) or (B) satisfy on a timely basis all impose material new or material additional conditions applicable or otherwise materially amend, modify or expand any conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to (1) materially delay (taking into account the Marketing Period) or prevent the Closing, (2) materially adversely impact in any material respect the ability of the Purchaser to obtaining obtain the Debt Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing Date on the terms of the Debt Commitment Letter or (including by seeking 3) materially and adversely affect the ability of the Purchaser to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related parties to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over Debt Commitment Letter or the transactions contemplated by definitive documentation to be entered into in connection therewith (provided that, notwithstanding the foregoing or anything else in this Agreement or Agreement, no consent from the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely Seller shall be required for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Debt Commitment Letter to (x) increase the commitments or the amount of indebtedness thereunder or (y) modify pricing and implement or exercise any of the “market flex” provisions contemplated by the Debt Financing Commitments Fee Letter), (ii) negotiate and enter into the Debt Financing Documents on the terms and conditions (including the flex provisions) contained in accordance the Debt Commitment Letter and the Debt Financing Fee Letter (or on such other terms and conditions reasonably acceptable to the Purchaser and the Lenders so long as such other terms or conditions would be permitted by this Agreement as an amendment to the Debt Commitment Letter and/or the Debt Financing Fee Letter), (iii) satisfy on a timely basis (taking into account the expected timing of the Marketing Period) all of the conditions to the Debt Financing (other than any condition (x) to the extent the failure to be so satisfied is a result of the Seller’s or its Affiliates’ failure to comply with subsection (d) below or any other provision of this Agreement, including Section 6.1 and Section 6.3 or (y) which is waived), and (iv) subject to satisfaction of the terms and conditions of the Debt Commitment Letter and Debt Financing Fee Letter and the conditions set forth in Section 6.1 and Section 6.3, to consummate the Debt Financing no later than the date on which the Closing is required to occur pursuant to this Agreement. The Purchaser (i) shall ensure that, commencing on the date hereof and continuing until the consummation of the Contemplated Transactions, no Credit Agreement Default exists and (ii) shall use Reasonable Efforts to obtain all consents or waivers necessary to effect the waiver of any Credit Agreement Default that exists despite the Purchaser’s obligation under the foregoing clause (i). Notwithstanding anything to the contrary contained in this Agreement, nothing contained herein shall require, and in no event shall the Reasonable Efforts of the Purchaser be deemed or construed to require, the Purchaser to (A) pay any fees, any interest rates or other amounts applicable to the Debt Financing (other than waiver, amendment or similar fees incurred in connection with any waiver of any Credit Agreement Default as contemplated by clause (ii) of the preceding sentence) that are, in the aggregate, in excess of the aggregate amount of fees, interest and other amounts contemplated by the Debt Commitment Letter and the Debt Financing Fee Letter (including, and after giving effect to, the flex provisions) or agree to any “market flex” or other term or condition less favorable to the Purchaser than such corresponding terms contained in or contemplated by the Debt Commitment Letter or the Debt Financing Fee Letter (including, and after giving effect to, the flex provisions) (in either case, whether to secure waiver of any conditions contained therein or otherwise), (B) agree to waive any condition or term of this Agreement or amend any term or condition of the Debt Commitment Letter or Debt Financing Fee Letter, (C) agree to any terms that are, taken in the aggregate, outside of, or less favorable than, any applicable provisions, taken in the aggregate, contained in or contemplated by the Debt Commitment Letter or the Debt Financing Fee Letter (including the flex provisions) or (D) initiate, prosecute or maintain any Legal Proceeding against any Lenders or other Persons providing the Debt Financing or Persons party to the Debt Commitment Letter or the Debt Financing Fee Letter. References in this Agreement to the Debt Financing shall include the financing contemplated by the Debt Commitment Letter and the Debt Financing Fee Letter as permitted to be amended or modified by this Section 5.105.11(a) and references to the Debt Commitment Letter and the Debt Financing Fee Letter shall include such documents as permitted to be amended or modified by this Section 5.11(a). (b) If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, regardless of the reason therefor (other than a breach by the Seller of this Agreement or failure of any conditions precedent set forth in Section 6.1 or Section 6.3 to be satisfied), the Purchaser shall, to the extent permitted under the Debt Commitment Letter, use Reasonable Efforts to arrange and obtain, at its sole expense, alternative financing from alternative sources on terms and conditions that are no less favorable (including with respect to conditionality), in the aggregate, to the Purchaser than those set forth in the Debt Commitment Letter on the date hereof, in an amount, together with proceeds then available to the Purchaser, sufficient to provide substitute financing for such portion as promptly as practicable following the occurrence of such event but in no event later than the date on which the Closing is scheduled to occur pursuant to the terms hereof (taking into account the Marketing Period). Notwithstanding anything to the contrary contained in this Agreement, nothing in this Section 5.11 will require, and in no event will the Reasonable Efforts of the Purchaser be deemed or construed to require, the Purchaser to pay any fees or any interest rates in excess of those contemplated by the Debt Commitment Letter or any fee letters related to the Debt Financing (whether to secure waiver of any conditions contained therein or otherwise), as determined by the Purchaser in its reasonable judgment. The Purchaser shall promptly provide a true, correct and complete copy of any alternative financing commitment (together with a copy of any related fee letter with only the fee amounts and percentages, pricing caps, market flex and securities demand provisions and other economic, numerical or commercially sensitive terms redacted) to the Seller, and, to the extent applicable, thereafter for the purposes of this Agreement, (i) the term “Financing CommitmentsDebt Commitment Letter” shall mean be deemed to include any commitment letter or similar agreement, together with such redacted fee letter (which shall be deemed to be included in the term “Debt Financing Commitments Fee Letter”) (with only fee amounts and percentages, pricing caps, market flex and securities demand provisions and other economic, numerical or commercially sensitive terms redacted), with respect to any alternative debt financing arranged in compliance herewith and (ii) the term “Lenders” shall be deemed to include any lenders providing the alternative debt financing arranged in compliance herewith. (c) The Purchaser shall give the Seller reasonably prompt notice of (i) any material breach by any party to the Debt Commitment Letter of which the Purchaser becomes aware, or any other fact, event or circumstance, in each case to the extent it would materially impair or delay the Closing or result in insufficient financing to meet the Purchaser’s payment obligations necessary to consummate the Contemplated Transactions and (ii) any termination or repudiation of, or material dispute relating to, the Debt Commitment Letter of which the Purchaser becomes aware. (d) Prior to the Closing, the Seller shall, and shall cause the members of the Seller Group and the Acquired Companies to, use, and shall use their reasonable best efforts to cause the officers, employees, advisors and other Representatives of the Seller, the Seller Group and the Acquired Companies to take, or cause to be taken, all actions to provide to the Purchaser, at the Purchaser’s sole expense, all cooperation reasonably requested by the Purchaser that is necessary and customary in connection with the Purchaser’s efforts to obtain the Debt Financing, including (i) participating, to the extent reasonably requested by the Purchaser or the Lenders (by management teams with appropriate seniority), in a reasonable number (but no more than one meeting and to the extent necessary, one or more conference calls in addition to such meeting) of meetings (including customary lender meetings between senior management of the Acquired Companies and the parties acting as lead arrangers or agents for, and prospective lenders for, the Debt Financing), due diligence sessions and sessions with rating agencies in connection with the Debt Financing at reasonable times and locations mutually agreed, (ii) using reasonable best efforts to cause the Acquired Companies to execute documents, including agreements, documents or certificates (including insurance) that facilitate the creation, perfection or enforcement of liens securing the Debt Financing as requested by the Purchaser or the providers of Debt Financing, in each case in form and substance reasonably satisfactory to the Purchaser and the Lenders; provided that no obligation of the Seller or the Seller Group under any such agreements or documents shall be effective until the Closing Date, (iii) if reasonably requested in writing at least 10 days prior to Closing, providing at least two Business Days prior to Closing, and as reasonably requested by the Purchaser, all documentation and other information with respect to the Seller, the Seller Group and their respective Affiliates that any Lender has determined is required by regulatory authorities in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, (iv) preventing the offer, placement or arrangement of any debt securities or bank or other credit facilities by or on behalf of the Acquired Companies (other than Indebtedness of the Acquired Companies permitted to be incurred under this Agreement) and (v) taking corporate action (subject to the occurrence of the Closing) reasonably necessary to permit the consummation of the Debt Financing. Notwithstanding the foregoing, (A) nothing in this subsection (d) shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Seller or any of its Affiliates, (B) nothing in this subsection (d) shall require the Seller, the Seller Group or any of the Acquired Companies to incur any liability, or enter into any binding agreement, that is not contingent upon, or that would be effective prior to, the Closing, (C) nothing in this subsection (d) shall require any cooperation or actions that the Seller reasonably believes would result in a violation of any confidentiality arrangement or similar agreement or the loss of any attorney-client or other similar privilege (provided, that the Seller shall (x) use reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege or confidentiality arrangement or other agreement in a manner so amendedas to preserve any applicable privilege and (y) notify the Purchaser of any disclosure that it is not required to make, replacedand is not making, supplemented pursuant to this clause (C) so long as such notification does not violate the terms of such confidentiality arrangement or modifiedresult in the loss of any attorney-client or other similar privilege), (D) nothing in this subsection (d) shall require the Seller, the Seller Group or any of the Acquired Companies to make any representation or warranty in connection with the Debt Financing or the marketing or arrangement thereof (except, in the case of the Acquired Companies and the Business, any such representation or warranty that is effective only at or following the Closing), and (E) neither the Seller nor the Seller Group (excluding the Acquired Companies) shall have any obligations under this subsection (d) following the Closing. The condition set forth in Section 6.2(b), as it applies to the Seller’s obligations under this subsection (d), shall be deemed satisfied unless the Debt Financing (or any Alternative Financing) has not been obtained primarily as a result of the Seller’s knowing and intentional material breach of its obligations under this subsection (d). The Purchaser shall indemnify and hold harmless the Seller and its Affiliates and each of their respective officers, directors, employees, representatives or agents from and against any and all Damages (which, the Seller agrees, shall not include Damages related to loss of any benefit to the Seller of the transactions contemplated hereby) suffered or incurred by any of them to any Lender in connection with any of their cooperation or assistance with respect to the Debt Financing or the provision of any information utilized in connection therewith or otherwise arising from the Debt Financing, other than any Damages resulting from the gross negligence, bad faith or willful misconduct of the Seller, any of its Affiliates or any of their respective officers, directors, employees, representatives or agents. The Purchaser shall, reasonably promptly after written request by the Seller, reimburse the Seller and its Affiliates for any and all reasonable, documented out-of-pocket fees, costs or expenses (including reasonable fees, costs and expenses of counsel, accountants and other advisors to the Seller and its Affiliates) incurred by it in connection with any provision of information or any cooperation or assistance, in each case, with respect to the Debt Financing as set forth in this subsection (d) to the extent such fees, costs or expenses are incurred prior to the Closing Date; provided, however, that the Purchaser shall have no obligation to reimburse for the preparation or delivery of any annual audited or quarterly unaudited financial statements. (e) The Seller hereby consents to the use of its, the Acquired Companies’, the Business’ and the Seller Group’s logos in connection with the Debt Financing; provided, that such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Acquired Companies, the Business, the Seller or the Seller Group. The Seller shall deliver customary payoff letters, lien terminations and instruments of discharge on or prior to the Closing Da

Financing. Seller shall use commercially reasonable efforts, and shall cause each of its Representatives to use commercially reasonable efforts, at no material cost or liability to Seller or such Representatives, to provide such cooperation as is reasonably requested by Buyer in connection with obtaining the Financing, including (a) The Debt Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions furnishing the Buyer and to do, or cause to be done, all things necessary to obtain the proceeds of the any Financing on the terms and conditions described in the Financing Commitments, including to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable Party with updated financial information related to the Debt Purchaser to obtaining Acquired Assets and the Financing that is within its control Business (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms available) equivalent in scope and conditions described in or contemplated by detail to the Financing Commitments and (D) consummate the Financing at or information provided to Buyer prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not preventmay be reasonably requested in connection with the marketing, materially impede or materially delay syndication and arrangement of and the consummation satisfaction of the Rollconditions to, the Financing and (b) cooperating with the due diligence investigation of any Financing Party; provided that (i) neither Seller nor any of its Representatives shall be required to (A) pay (or agree to pay) any commitment or other fee, provide any indemnities or incur any liability or obligation, or enter into any contract, authorization or approval in connection with the Financing, (B) give any indemnities in connection with the Financing, (C) take any action that, in the good-Over faith determination of the Seller, would unreasonably interfere with the conduct of the Business or any other business of the Seller, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, (E) take any action that will conflict with or violate any applicable Law or would result in a violation or breach of or default under, any material agreement to which the Seller or any of its Affiliates is a party, (F) provide proforma financial statements or proforma adjustments reflecting the Financing or the transactions contemplated by this Agreement hereunder or the TDC Agreement. Upon any such amendment, replacement, supplement description of all or modification any component of the Financing Commitments in accordance or any transaction contemplated hereunder or (G) execute any agreement, certificate, document or instrument with this Section 5.10, the term “Financing Commitments” shall mean respect to the Financing Commitments as so amendedthat would be effective prior to the Closing Date and (ii) no Representative of the Seller or any of its Affiliates or Representatives shall be required to deliver any certificate or opinion or take any other action pursuant to this ‎Section 5.15 or any other provision of this Agreement that could reasonably be expected to result in personal liability to such Representative. Buyer will promptly reimburse Seller for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented legal fees and expenses) incurred by it, replacedits Affiliates and Representative in complying with their respective covenants pursuant to this ‎Section 5.15, supplemented and Buyer shall indemnify, defend and hold harmless Seller, its Affiliates and each of their respective Representatives from and against any and all losses, damages, claims, interest, costs, expenses, awards, judgments, penalties and amounts paid in settlement suffered or modifiedincurred, directly or indirectly, in connection with the Financing or any information provided in connection therewith. Notwithstanding anything in this Agreement to the contrary, Buyer’s obtainment of any Financing, or any closing thereof, shall not be a condition precedent to Buyer’s obligation to consummate the Closing hereunder.

Financing. (a) The Debt Purchaser Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to (i) obtain the proceeds of the Equity Financing on the terms and conditions described in the Financing CommitmentsEquity Commitment Letters, including to (Aii) maintain in effect the Financing CommitmentsEquity Commitment Letters until the Transactions are consummated, (Biii) satisfy satisfy, or cause to be satisfied, on a timely basis all conditions to the closing of and funding under the Equity Commitment Letters applicable to the Debt Purchaser to obtaining the Financing Parent and/or Merger Sub that is are within its control control, (including by consummating iv) consummate the Equity Financing at or prior to the Closing), Effective Time and (Cv) enforce the parties’ funding obligations and the rights of Parent and Merger Sub under the Equity Commitment Letters to the extent not previously entered into, enter into definitive agreements necessary to fund the Merger Consideration; provided that Parent and/or Merger Sub may amend or modify the Equity Commitment Letters so long as (A) the aggregate proceeds of the Equity Financing (as amended or modified) will be sufficient for Parent and the Surviving Corporation to pay (1) the Merger Consideration and (2) any other amounts required to be paid in connection with respect thereto on the consummation of the Transactions upon the terms and conditions described in or contemplated by the Financing Commitments hereby and (DB) such amendment or modification would not prevent, materially delay or materially impede or impair (1) the ability of Parent and Merger Sub to consummate the Financing at Transactions or prior (2) the rights and benefits of the Company under the Equity Commitment Letters. Parent shall deliver to the Closing Company true and complete copies of such amendment or modification as promptly as practicable after execution thereof. In the event any portion of the Equity Financing becomes unavailable on the terms and conditions contemplated in the Equity Commitment Letters, Parent shall promptly notify the Company. (including by seeking b) Subject to enforce its rights under the Roll-Over Commitments against the lenders terms and other persons providing the Roll-Over Commitments). The Debt Purchaser shall conditions of this Agreement, Parent and Merger Sub agree not agree to or permit any amendmentamend, replacement, supplement or other modification of, modify or waive any provision of its rights underthe Equity Commitment Letters, any if such amendment, modification or waiver reduces the aggregate amount of the Equity Financing Commitment or any definitive agreements related imposes new or additional conditions or otherwise expands, amends or modifies the conditions to the FinancingEquity Financing in a manner that, in each case, without would prevent or materially delay or otherwise materially impede or impair the Company’s prior written consent (which consent ability of Parent or Merger Sub to consummate the Transactions. Parent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to give the Roll-Over Commitments Company prompt notice (i) does not involve upon becoming aware of any conditions breach of any material provision of the Equity Commitment Letters or termination of any such Equity Commitment Letter by any party to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement Equity Commitment Letter or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay upon the consummation receipt of any written notice from any party to an Equity Commitment Letter with respect to any threatened breach of any material provision of the Roll-Over Equity Commitment Letters or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose threatened termination of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedEquity Commitment Letters by such party.

Financing. (a) The Debt Purchaser Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall, and shall cause each of the Equity Providers to, take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable to obtain the Equity Financing, and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the proceeds of the Financing on the terms and conditions described in the Financing Commitments, including to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, on the terms, and subject to the conditions, set forth in the Financing Letters. Parent and Merger Sub shall be permitted to amend or modify, or waive any provision under, or supplement or replace in whole or in part (including through co-investments or by financing from one or more additional parties), the Financing Letters or the Rollover Letter; provided, that Parent and Merger Sub shall not effect any such amendment, modification, waiver, supplement or replacement without the Company’s prior written consent (which consent shall not to be unreasonably withheld withheld, conditioned or delayed), provided that any ) if such amendment, replacementmodification, waiver, supplement or other modification replacement: (1) with respect to the Roll-Over Commitments Financing Letters, reduces (ior could have the effect of reducing) does not involve any the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount); (2) with respect to the Financing Letters, has the effect of expanding, amending or modifying the Marketing Period in a manner that would reasonably be expected to delay or prevent the funding of the Financing (or satisfaction of the conditions to funding the Roll-Over Financing); (3) with respect to the Rollover Letter, (x) increases the number of shares of Company Common Stock to be contributed thereby, (y) provides for a consideration per share of Company Common Stock contributed that are not contained in, and satisfied exceeds the consideration per share of Company Common Stock being contributed pursuant to the Rollover Letter as in effect on the date hereof or (z) is prohibited by Section 5.03; (4) imposes new or additional conditions or otherwise expands, amends or modifies any of entry into, such amendment, replacement, supplement or other modification the conditions to the same extent asFinancing, the Roll-Over Commitments and (ii) does not preventor otherwise expands, materially impede amends or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement. Upon modifies any such amendment, replacement, supplement or modification other provision of the Financing Commitments Letters, in accordance with this Section 5.10each case, in a manner that would reasonably be expected to delay or prevent or make materially less likely the term “Financing Commitments” shall mean funding of the Financing Commitments (or satisfaction of the conditions to the Financing) on the Closing Date; or (5) otherwise adversely impact the ability of Parent, Merger Sub or the Company, as so amendedapplicable, replacedto enforce its rights against other parties to the Financing Letters or any definitive agreements with respect thereto or otherwise to timely consummate the Financing and the Merger, supplemented or modifiedin the case of (1) through (5) above, in any material respect.

Financing. (a) The Debt Purchaser shall Subject to the terms and conditions of this Agreement, Parent will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the proceeds of the Financing on the terms and conditions described in the Financing CommitmentsLetters, including and will not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Financing Letters if such amendment, modification or waiver would (i) reduce the aggregate amount of the Financing, or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Financing, in the case of either clause (i) or (ii) above in a manner that would reasonably be expected to (A) maintain in effect materially delay or prevent the Financing CommitmentsClosing Date, (B) satisfy on a timely basis all make the funding of the Financing (or satisfaction of the conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at Financing) materially less likely to occur or prior to the Closing), (C) materially adversely impact the ability of Parent, Holdco or Merger Sub to enforce its rights against the other parties to the extent not previously entered into, enter into Financing Letters or the definitive agreements with respect thereto on terms and conditions described in thereto, the ability of Parent, Holdco or contemplated by the Financing Commitments and (D) Merger Sub to consummate the Financing at Transactions or prior to the Closing (including by seeking to enforce its rights under likelihood of consummation of the Roll-Over Commitments against the lenders Transactions; provided, however, that Parent, Holdco and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments Merger Sub may (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that amend the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding Commitment Letter to add lenders, lead arrangers, book runnersbookrunners, syndication agents or similar entities who had not executed the Roll-Over Commitments Debt Commitment Letter as of the date of this Agreement or (ii) otherwise amend or replace the Debt Commitment Letter so long as (x) such addition does amendments do not preventimpose terms or conditions that would reasonably be expected to materially delay or prevent the Closing, (y) the terms are not, taken as a whole, materially impede less beneficial to Parent, Holdco or Merger Sub, with respect to conditionality, than those in the Debt Commitment Letter as in effect on the date of this Agreement and (z) with respect to replacements, the replacement debt commitments otherwise satisfy the terms and conditions of an Alternative Financing set forth below. Parent may enter into discussions regarding, and may enter into arrangements and agreements relating to, the Equity Financing to add other equity providers, on the condition that such arrangements or agreements (i) do not reduce the aggregate amount of the Equity Financing, (ii) do not impose terms or conditions that would reasonably be expected to delay or prevent the Closing Date, (iii) are not, taken as a whole, materially delay less beneficial to Parent, Holdco or Merger Sub, with respect to conditionality, than those in the Investment Agreement as in effect on the date of this Agreement and (iv) with respect to any such equity provider, such Equity Provider enters into an investment agreement on substantially the same terms and conditions as the Investment Agreement then in effect. Parent will use its reasonable best efforts to (I) maintain in effect the Financing Letters (including any definitive agreements entered into in connection with any such Financing Letters), (II) satisfy on a timely basis (taking into account the Marketing Period) all conditions in the Financing Agreements applicable to Parent, Holdco and Merger Sub to obtaining the Financing, (III) consummate the Equity Financing at or prior to the Closing, (IV) negotiate and enter into definitive agreements with respect to the Debt Commitment Letter on terms and conditions contained in the Debt Commitment Letter or consistent in all material respects with the Debt Commitment Letter (such definitive agreements, together with the Financing Letters, the “Financing Agreements”) and promptly upon execution thereof provide complete executed copies of such definitive agreements to the Company, (V) consummate the Debt Financing at or prior to the Closing and (VI) fully enforce the counterparties’ obligations and its rights under the Financing Agreements, including by suit or other appropriate proceeding to cause the lenders under the Debt Financing and the equity investors under the Investment Agreement to fund in accordance with their respective commitments if all conditions to funding the Debt Financing and Equity Financing in the applicable Financing Agreements have been satisfied or waived. Parent will keep the Company reasonably informed on a timely basis of the status of Parent’s, Holdco’s and Merger Sub’s efforts to arrange the Financing and to satisfy the conditions thereof, including, upon Company’s reasonable request, (A) advising and updating the Company, in a reasonable level of detail, with respect to status, proposed Closing Date and material terms of the material definitive documentation for the Financing and (B) providing copies of the current drafts of all such definitive documentation. If any portion of that amount of the Financing necessary to consummate the Transactions becomes unavailable on the material terms and conditions contemplated by the applicable Financing Agreements, (i) Parent will promptly notify the Company and (ii) Parent will use its reasonable best efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions with terms and conditions not materially less favorable, taken as a whole, to Parent, Holdco, Merger Sub and the Company than the terms and conditions set forth in the applicable Financing Agreements (“Alternative Financing”) as promptly as practicable following the occurrence of such event but no later than the final day of the Marketing Period. In such event, (1) the term “Debt Financing” as used in this Agreement will be deemed to include any such alternative debt financing, (2) the term “Equity Financing” as used in this Agreement will be deemed to include any such alternative equity financing, (3) the term “Financing” will be deemed to include the Alternative Financing, (4) the term “Debt Commitment Letter” will be deemed to include any commitment letters with respect to any such alternative debt financing, (5) the term “Investment Agreement” will be deemed to include any commitment letters with respect to the alternative equity financing and (6) the term “Financing Agreements” will be deemed to include any definitive agreement with respect to the Alternative Financing. Notwithstanding anything contained in this Section 6.14 or in any other provision of this Agreement, in no event will Parent, Holdco or Merger Sub be required (i) to amend or waive any of the terms or conditions hereof or of the Financing Agreements or (ii) to consummate the Closing any earlier than the final day of the Marketing Period. (b) The Company will provide to Parent, and will cause its Subsidiaries to provide, at Parent’s cost and expense as provided in Section 6.14(c), and will use commercially reasonable efforts to cause its Representatives to provide, all cooperation reasonably requested by Parent that is customary and necessary in connection with arranging, obtaining and syndicating the Financing and causing the conditions in the Financing Agreements to be satisfied, including (i) assisting with the preparation of offering and syndication documents and materials, including prospectuses, private placement memoranda, information memoranda and packages, lender and investor presentations, rating agency materials and presentations, and similar documents and materials, in connection with the Financing, and providing reasonable and customary authorization letters to the Financing Sources and Investors authorizing the distribution of information to prospective lenders and containing customary information (all such documents and materials, collectively, the “Offering Documents”), (ii) preparing and furnishing to Parent, the Financing Sources and the Investors as promptly as practicable with all Required Information and all other information and disclosures relating to the Company and its Subsidiaries (including their businesses, operations, financial projections and prospects) as may be reasonably requested by Parent to assist in preparation of the Offering Documents (including execution of customary authorization and management representation letters), (iii) having the Company designate a member of senior management of the Company to participate in a reasonable number of presentations, road shows, due diligence sessions, drafting sessions and sessions with ratings agencies in connection with the Financing, including direct contact between such senior management of the Company and its Subsidiaries and Parent’s Financing Sources and Investors and potential lenders and investors in the Financing, (iv) using commercially reasonable efforts to assist Parent in obtaining any corporate credit and family ratings from any ratings agencies contemplated by the Debt Commitment Letter, (v) requesting the Company’s independent auditors to cooperate with Parent’s commercially reasonable efforts to obtain accountant’s comfort letters and consents from the Company’s independent auditors, (vi) assisting in the preparation of, and executing and delivering, definitive financing documents, including guarantee and collateral documents, hedging agreements and other certificates and documents as may be requested by Parent (including a certificate of the chief financial officer of the Company and its Subsidiaries with respect to solvency matters before giving effect to the Financing or the consummation of the RollTransactions), (vii) facilitating the pledging of collateral for the Debt Financing, including taking commercially reasonable actions necessary to permit the Financing Sources to evaluate the Company’s and its Subsidiaries’ real property and current assets, cash management and accounting systems, policies and procedures for the purpose of establishing collateral arrangements and establishing, as of the Effective Time, bank and other accounts and blocked account agreements and lockbox arrangements in connection with the Debt Financing, (viii) using commercially reasonable efforts to ensure that the Financing Sources benefit from the existing lending relationships of the Company and the Company Subsidiaries, (ix) using commercially reasonable efforts to obtain from the Company’s existing lenders such consents, approvals, authorizations and instruments which may be reasonably requested by Parent in connection with the Debt Financing and collateral arrangements, including customary payoff letters, lien releases, instruments of termination or discharge, (x) preparing and delivering to Parent any supplements to the above information as may be required pursuant to the Debt Commitment Letter and (xi) cooperating with Parent to satisfy the conditions precedent to the Debt Financing to the extent within the control of the Company and its Subsidiaries, and taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately upon the Effective Time; provided, however, that no obligation of the Company or any Company Subsidiary under any certificate, document, agreement or instrument (other than the authorization and representation letters referred to above) will be effective until the Effective Time and, none of the Company or any Company Subsidiary will be required to pay any commitment or other similar fee or incur any other liability (other than in connection with the authorization and representation letters referred to above) in connection with the Financing prior to the Effective Time. In connection with the foregoing, the Company will file with the SEC all Company Reports for the annual and quarterly fiscal periods ending on and after December 31, 2010 as soon as practicable but in any event not later than (i) 90 days following the end of the Company’s fiscal year, in the case of annual reports on Form 10-Over K and (ii) 45 days following the end of each fiscal quarter of the Company, in the case of quarterly reports on Form 10-Q, all of which such Company Reports will be Compliant. The Company hereby consents to the use of the Company Subsidiaries’ logos in connection with the Financing; provided, however, that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company or any Company Subsidiary or the reputation or goodwill of the Company or any Company Subsidiary. The Company will, upon request of Parent, use its commercially reasonable efforts to periodically update any Required Information to be included in any Offering Document to be used in connection with such Financing so that Parent may ensure that any such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading. (c) Parent will promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by Section 6.14(b). Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing (including any action taken in accordance with this Section 6.14) and any information used in connection therewith, except with respect to any information relating to the Company provided in writing by the Company or any of its Subsidiaries. (d) Parent, Holdco and Merger Sub acknowledge and agree that the obtaining of Financing, or any Alternative Financing, is not a condition to Closing and reaffirm their obligation to consummate the transactions contemplated by this Agreement or irrespective and independently of the TDC Agreement. Upon any such amendment, replacement, supplement or modification availability of the Financing Commitments or any Alternative Financing, subject to fulfillment or waiver of the conditions set forth in accordance with Article VII. The Company hereby acknowledges and agrees that this Agreement provides for limited remedies available to it in circumstances where the Financing is not available (for any reason or no reason) and that these remedies are generally limited to the Company’s right to either terminate this Agreement and receive the Parent Termination Fee (and, if applicable, the Additional Parent Termination Fee) or seek specific performance, each as specifically provided in, and subject to the terms and conditions of, Article VIII and Section 9.10. Nothing in this Section 5.106.14(d) will be construed to limit, expand or alter the rights and remedies of the parties under the other sections of this Agreement. (e) Notwithstanding anything in this Agreement or the Financing Agreements to the contrary, to the extent that the FCC Approval has not been granted by May 10, 2012, the term “Financing Commitments” shall mean Marketing Period will be deemed to commence on May 11, 2012; provided, that all conditions to the Financing Commitments as so amendedcommencement of the Marketing Period set forth in clauses (i), replaced(ii) and (iii) of the definition of Marketing Period will have been satisfied, supplemented or modifiedother than the satisfaction of the conditions set forth in Section 7.1(c) (but only if the condition set forth in Section 7.1(d) also is not satisfied) and Section 7.1(d).

Financing. (a) The Debt Purchaser shall use its reasonable best efforts has provided to takethe Company true, or cause to be taken, all actions correct and to do, or cause to be done, all things necessary to obtain the proceeds complete copies of the fully executed commitment letter, dated as of the date hereof, among Purchaser’s indirect parent, Prestige Brands Holdings, Inc., and the Debt Financing on the terms and conditions described in the Financing CommitmentsSources party thereto, including all exhibits, schedules, annexes and amendments to (A) maintain such letter in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent(collectively, materially impede or materially delay the “Debt Commitment Letter”) pursuant to which the Debt Financing Sources party thereto have agreed, subject to the terms and conditions set forth in the Debt Commitment Letter, to provide debt financing to Purchaser in connection with the consummation of the Roll-Over transactions contemplated hereby in an aggregate amount not to exceed the amount set forth in the Debt Commitment Letter, and the related fee letter (the “Fee Letter”) (provided, that provisions in the Fee Letter related to fees, pricing, economic “flex” terms, thresholds, caps and other items not affecting conditionality, availability or the amount of the Financing that would otherwise be available to Purchaser and Merger Sub have been redacted) from the Debt Financing Sources. As of the date of this Agreement, the Debt Commitment Letter and the Fee Letter have not been amended or modified, except as permitted pursuant to Section 4.9, no such amendment or modification to the Debt Commitment Letter or the Fee Letter is contemplated, the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, and the Purchaser has not entered into any side letters or other agreements or arrangements related to the Financing, other than as set forth in the Debt Commitment Letter and the related Fee Letter, (a) which would impose conditions or other contingencies to or could affect the availability or funding of the full amount of the Financing or (b) prohibiting or seeking to prohibit any Person from providing or seeking to provide financing to any Person in connection with a transaction relating to the Company. The obligations of the parties identified in the Debt Commitment Letter to make the full amount of the Financing available to Purchaser and Merger Sub on the terms and conditions specified therein are not subject to any conditions precedent or other contingencies other than as set forth therein and, as of the date of this Agreement, the Debt Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligations of Purchaser and Merger Sub and, to the knowledge of the Purchaser, each of the other parties thereto. Each of Purchaser and Merger Sub has fully paid any and all commitment fees or other fees that are required to be paid pursuant to the terms of the Debt Commitment Letter and the Fee Letter on or prior to the date of this Agreement. As of the date of this Agreement, neither Purchaser nor Merger Sub has reason to believe that it will be unable to satisfy any term or condition to be satisfied by it as a condition to the availability of the Financing contained in the Debt Commitment Letter (and the payment of all associated costs and expenses) or that the Financing will not be made available to Purchaser or Merger Sub at the Closing, and no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach or failure to satisfy a condition on the part of Purchaser or Merger Sub (or to the Purchaser’s knowledge, any other party thereto) under the Debt Commitment Letter or would otherwise be reasonably likely to result in any portion of the Financing contemplated thereby to be unavailable, other than any such default, breach or failure that has been irrevocably waived by the parties providing the Financing or otherwise cured in a timely manner by Purchaser or Merger Sub to the satisfaction of such parties providing the Financing. Purchaser and Merger Sub will have on the Closing Date sufficient unrestricted cash on hand and available financing arrangements to pay all amounts required to be paid by Purchaser and Merger Sub at the Closing pursuant to the terms of this Agreement, and to pay all of its related fees and expenses. Neither Purchaser nor Merger Sub has reason to believe that such available cash shall not be available or that the debt shall not be funded, and neither Purchaser nor Merger Sub has made any misrepresentation in connection with obtaining such debt financing commitments. In no event shall the receipt by, or the availability of any funds or financing to, Purchaser or any of its Affiliates or any other financing be a condition to Purchaser’s or Merger Sub’s obligation to consummate the transactions contemplated by this Agreement or the TDC Agreement. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modifiedhereunder.